RWBY RE: Volume 3
by fall-R3aper
Summary: My rewrite of RWBY Volume 3, you'll need to have read Volumes 1-2 of my rewrite to follow along with this one properly. Music is directly referenced and a few inconsequential OCs are brought into the mix to fill in some blanks.
1. Chapter 1: Round One

Team RWBY stood at the far end of a large tunnel, looking down at a bright light in the distance.

"Well this is it, you guys ready?" Ruby asked.

"Ready?! Pfft? You should know! I was born ready!" Yang confidently grinned.

"Well we've trained hard for this, haven't we?" Weiss asked.

"We have... If you'd count fighting criminals and Grimm as training." Blake affirmed.

"Right, well we shouldn't keep the crowd waiting any longer." Ruby confidently took a step forward.

"HEY GIRLS!" the voice of a man called out behind them much to Ruby and Yang's annoyance specifically as a blonde haired man wearing a button down shirt, cargo pants and sporting slight facial hair on his chin ran over.

"Hey DAAD..." Ruby grunted in annoyance, rolling her eyes.

"Hey now girls. I'm gonna be able to stick around to watch your match!" he explained. "The airship I'm leaving for my mission on doesn't depart till 2PM, so maybe we could grab a bite if ya finish this up real quick!" he offered.

"I um..."

"Would team RWBY please report to the arena for their match!" the voice of Professor Port called out over the intercom.

"Oh gee would you look at that?! we have to go!" Yang insisted.

"Yeah, it's real bad we can't stick around and talk anymore..." Ruby laughed before sprinting off in a blur of rose petals, Yang following behind her.

"It was real nice to meet you, Mr. Xiao Long." Blake smiled, following after her teammates.

"The same for you, Blake." Taiyang smiled. "You two keep my girls safe out there and watch their backs!"

"Wouldn't have it any other way." Weiss nodded last, stopping for a moment and looking at Taiyang, clearly looking a bit troubled before she followed after the rest of her team.

"Good luck out there!" he called out to them.

* * *

"Hello and Welcome to the 49th Bi-Annual Vytal Festival Tournament!" the voice of Professor Port bellowed out.

"This year we have a wonderful showcase of fights to present to you this year! Brought to you by the Schnee Dust Company!" Dr. Oobleck stated. "We are your hosts this year, Dr. Bartholomew Oobleck and..."

"Peter Port!" Port finished. "The rules of the tournament are quite simple! The first round starts with team matches, the next is 2V2 matches and finally we have the 1v1 Finals! Each of these matches is chosen at random, with the winning side advancing and the losing side being ejected from the competition!"

"Yes, there are two main ways of elimination, there is an out of bounds area to the arena, and there is also an aura threshold that if a fighter's aura reaches it, they are automatically eliminated!" Dr. Oobleck explained as a scale showed 15% to be that number. "However if a match gets close enough to where both opponents Auras are below 15% then the fighter with the higher aura is declared the victor. In the case of a tie, it comes down to who's aura dropped first."

"And of course this year's prizes are quite excellent, apart from the winning Kingdom winning the Privilege to host the next Festival, the Winning team will receive a special mark of advancement that will grant them immediate access to higher ranking, and higher paying Huntsmen jobs immediately upon graduation!" Professor Port nodded as the display showed a trophy as well. "Not to mention this glorious trophy that the winning Academy can display!"

"Yes, and now without further ado, we will begin with the first match of the day! Team RWBY from Beacon vs Team BRNZ from Shade!" Dr. Oobleck declared.

* * *

Ruby started strafing around from sniper fire coming from the heavy forested area of the arena before jumping up into a tree herself and hooking Crescent Rose around it while returning fire.

Weiss skated around on a glyph while Nolan Porfirio made an attempt to pursue her but found himself stumbling about on the ice.

Roy Stallion launched a buzz saw in Blake's direction that she dodged to the side from, the buzz saw stabbing into a tree that Roy then pulled out by reattaching it to his wrist bracers while continuing his pursuit of the faunus girl.

In the center of the arena, Yang and Brawnz Ni were going at it with Brawnz and Yang throwing punches at each other. Their first punch collided before their fists switched and they yet again collided punches. The two grit their teeth glaring at each other as they threw punch after punch out at each other before finally, Brawnz managed to get a punch in on Yang's stomach and another onto her chest, sending her reeling back into the ice section of the arena where he pursued her.

Yang was struggling to stand up on the icy floor as Brawnz made another attempt to attack her, only to get shot from the distance by Crescent Rose, the shot hitting him square in the chest and, knocking him onto his back and causing him to slide across the arena.

"I got your back!" Ruby grinned sheepishly before a buzz saw blade flew past her head.

"Well who's got yours then?!" Roy smirked as he leaped up onto the tree branch Ruby was perched atop and May fired a shot at Ruby that thankfully wouldn't hit her, but instead hit a shadow clone of Blake that appeared in front of her while Blake pulled her away.

"Thanks Blake!" Ruby grinned as Roy jumped down and prepared to attack when suddenly a glyph would appear at his feet, trapping him where he was standing as Weiss lunged forward at him, striking him with Myrtenaster and sending him flying into a tree as Weiss smirked.

"My BFF also has my back too!" Ruby cheered.

"No." Weiss deadpanned as she turned her attention to Blake, nodding to her about something.

_You were the one  
Who held me down  
and told me I was heading nowhere_

Roy charged forward at Ruby and Weiss while May provided fire that kept the two partners moving apart from each other while Roy launched a buzz saw, each in their directions.

_You said "Know your place..."  
"Accept your fate and show good face  
and be thankful that you're there!"_

Ruby raised her scythe up and deflected the buzz saw back at Roy, who caught it while Weiss deflected it with Myrtenaster, the saw blade nearly hitting May in the head as she moved positions now, stabbing her sniper's Axe blade into a branch to swing to a different vantage point.

_That was so long ago when you owned me  
I believed it was true!_

Ruby fired a shot off that hit the branch May had just hooked her axe to and sent her falling to the ground while she then ran in for a closer engagement with Roy now turning his attention to Weiss.

_Bend me,  
Break me,  
Build me,  
Shape me,  
Why was I your fool?_

With only one saw blade he attacked Weiss, with her parrying all of his attacks with relative ease before his bladeless bracer started glowing green as the blade pulled itself out of the tree and flew towards Weiss, who barely ducked to the side to dodge it as Roy caught it and was now keeping up a closer pace with Weiss as she , created a glyph in front of her that pushed her backwards to give her more space.

_And now I'm so much stronger  
I'm not your's any longer  
I've got a message here for you!_

Nolan was lost in the forest area now, looking around as a shadow loomed in the trees above him. Nolan looked around anxiously as he couldn't find any of his teammates. "Guys?! C'mon I could seriously use help here!" he held his electric baton forward as a the shadowy figure of Blake hung upside down off a tree like a spider behind him before he turned around and made a swipe at her, only hitting a shadow clone as Blake landed behind him and swung at him with Gambol Shroud, clashing weapons with him now, him missing a couple of strikes and hitting a couple of her clones, allowing her to get a couple of hits on him before she finally created a fire clone that exploded upon him hitting it and launched him into a tree.

A loud buzzer rang. "Ooh! And with that explosive fake-out Nolan Porfirio is eliminated from the tournament!"

Nolan grunted in annoyance, slamming his fist into the ground while he waited for the match to end now from where he sat.

Brawnz stabbed his bladed knuckles into the ground and used them to pull himself forward on the ice as Yang made an attempt to pursue him, firing shots off from her gauntlets as she followed behind him, the pair heading towards the forest area as Yang fired a shot in his direction that he was able to dodge, making her growl in anger.

_Hey, wait! Turn and show your face!  
I've got a lot to say and you're not going anywhere!  
You lose, the time you ruled me's through!  
I'm in control and I own my soul and I'll never go back there!_

With the barrel of Myrtenaster spinning, it landed on Green for plant dust as she then created a large root that grew out of the ground before her that Roy was now starting to cut through with his saw blades smirking menacingly to her before she then smirked, pulling herself away with another glyph as Brawnz was sent flying in her direction and instead slammed right into Roy, sending the two back into the ice area of the arena.

_Wasted years that I spent never knowing,  
I was kept I was used!_

Ruby was having an easy time fighting May off as she took a heavy swing with her axe and it was now stuck in the side of a tree, Ruby then firing a shot to boost herself forward, sliced upwards, knocking May into the air before, quickly loading a Gravity dust cartridge into Crescent Rose and shooting May with it, the gravity dust launching her further, slamming her into the back barrier of the arena before she landed in the out of bounds zone.

"And May Zedong is eliminated via Ring out!" Dr. Oobleck called out.

_Neverending  
Condescending  
Now I just refuse!  
I don't care what it costs me,  
I know I almost lost me!  
Won't spend another day confused!_

Roy and Brawnz stood up, regrouping among themselves as Team RWBY had regrouped as well, rushing forward, with Weiss creating a platform in the ground of ice that launched Yang into the air

_Time for you to learn,  
It's my turn!  
I won't be held down any longer!_

Ruby knelt down while charging forward and let Blake vault off her shoulder, propelling Blake to Yang's height using a shot from Crescent Rose.

_I've waited all my life and finally it's here!_

"Yang!" Blake called out, throwing her weapon to Yang as she caught it and Blake spun Yang, the latter boosting herself forward with a shot from Ember Celica at the two remaining members of BRNZ whom were now struggling to keep their footing and escape from them in a clear panic, Brawnz stabbing his knuckles into the ground again, readying to pull himself out of this attack's range.

_It all begins,  
A chance to win!  
An endless vast uphill climb  
The day I waited for is drawing near!  
_  
Yang screamed as she let go of Gambol shroud and with her momentum, slammed her fist into Brawnz, shattering his aura on the spot while he also slammed into Roy the two slamming into a glacier that shattered upon their impact with it.

"And with that amazing display of Teamwork, Team RWBY advances onto the doubles round!" Professor Port called out.

"We did it!" Ruby cheered as the rest of team RWBY glanced over towards Roy and Brawnz.

Brawnz had to lean himself on Roy due to his aura having been broken before the collision with the glacier, he had a notable few cuts on his person.

"I guess I don't know my own strength." Yang noted, looking to her hands.

"Well, it's a good thing there's medical personnel on site for stuff like this..." Weiss nodded.

"And also that his teammate took the brunt of that impact." Blake affirmed. "He probably would have broken something..."

"Yeah..." Yang nodded.

"Minor stuff like that happens all the time here." Ruby assured.

* * *

Team RWBY were now sitting in the stands. "Time to watch the next match!" Ruby beamed.

The next match selected was Team FCSA vs Team CMNE.

"C'mon Alix you got this!" Yang cheered.

"Aren't Team CMNE, Fourth years?" Blake pointed out.

"So? We just beat a second year team!" Yang remarked. "You guys got this!" she was back to cheering.

The two Biomes selected for this match were the Lava biome and the Anti-Gravity Biome with several platforms raising off the ground.

"Alright, we got the advantage!" Ember grinned when the Lava Biome was selected.

"Hey, let's have a good fight." Alix smiled to the team who were oddly quiet since they stepped out onto the arena.

"Shake on it?" Cyrus offered his hand towards Emerald, who's eyes narrowed at him.

"I-Is it because..." Cyrus pointed to his ears as he looked to his teammates who all just shrugged, Mistral was a pretty prejudiced place when it came to the faunus.

Cinder had a confident smirk on her face as she made eye contact with Ember.

"You guys alright?" Erika asked with concern.

Mercury simply cracked his knuckles "Oh, I'd be less concerned about how we're doing." he stated confidently.

Alix glanced over to the last member of the team. "Um... Nia, was it? Uh... I hope we have a good match!" he smiled, hoping to at least get friendly banter with her.

Nia simply just tilted her head, her green hues staring right into Alix's almost as if they were mocking him.

"BEGIN!" Professor Port called out.

Ember immediately made a b-line for the Lava portion of the arena, her hair instantly lighting up as her semblance was activated.

Cyrus turned to Alix who nodded as he then took hold of Cyrus's arm and pointed his dagger at the ground, a strong vortex of wind pushing the pair into the air and onto one of the Anti-Gravity Biome's floating platforms.

Nia smiled and glanced to Emerald who hooked her weapon onto a platform, pulling herself up now.

Erika glanced from side to side at her now two opponents. Mercury and Nia.

"Oh, you have got to be kidding me." she groaned.

Ember unfurled her flying claw but this time she attached her blade-ended sawed-off shotgun to the claw's hand that held it properly.

Cinder stomped down onto the fiery floor, the ground cracking and shaking around them as shards of molten rock were launched in Ember's direction.

Ember swung her chain around and deflected the rocks before throwing out her flying claw directly at Cinder, Cinder raising her arms up to block as the claw pulled the trigger on the sawed-off shotgun and fired a shot that knocked her backwards slightly as she took her swords out from behind her back and deflected the next attack that went in her direction.

Cyrus was firing shots off at Emerald with his axe's shotgun, Emerald was hiding under pieces of floating platform to avoid his attacks before she finally hooked her weapon on the platform adjacent to the one he was standing on and kicked him in the face, sending him flying onto a lower platform as Alix then jumped down at her, stabbing down with both of his daggers.

Emerald rolled out of the way of this attack while Alix then pulled his daggers out of the ground and clashed blades with her sickles. before she launched one blade forward, Alix stepping over it, but getting tripped when she pulled it back and falling onto his back as Emerald attempted to bring her weapon down on him, only to get blown back by Alix activating his weapon's wind dust.

She hooked herself onto another platform as Cyrus was starting to climb up a platform above her. Emerald smirked and wrapped her chain around his leg, pulling Cyrus down onto the ground.

Erika threw out a kick that sent out a wave of fire, forcing Nia and Mercury to back themselves away from her attack. She couldn't keep them at a distance for long, but she knew she needed to regroup with someone. She saw Cyrus land on the ground with Emerald now starting to climb back up to the platform Alix was on while he was catching his breath for that moment. Glancing over to Ember and Cinder's fight, she saw Cinder mainly on the defensive.

Erika saw a chance and ran in the direction of that fight before nearly getting hit by Ember's weapon.

"Hey, this one's mine!" Ember called out angrily.

"We're supposed to fight as a team!" Erika argued, rather annoyed with her team leader's insistence on fighting alone.

"I'm helping by keeping Cinder busy!" Ember argued as she created a shockwave that Cinder easily side stepped from.

"I can't believe you! You do know that the longer you're standing on that terrain the more your aura's going to-" Erika was caught off guard when Mercury's foot suddenly flew at her face and launched her into the fire biome, Nia calmly following behind him with that creepy smile on her face.

Emerald landed on the platform in front of Alix, now spinning her weapons in their chained form as Alix then put his two daggers together by their base and they telescoped out into a double ended spear.

Emerald swung at him, using her range to her advantage as Alix then, activating the dust in his weapon again, leaped behind her and made an attempt to slash at her, only to be confused when he hit nothing and she wasn't there. "What?!"

Emerald's weapon suddenly hooked around his weapon's handle and pulled him downward, knocking him right onto Cyrus who barely stood himself up from his last fall. The buzzer sounded now.

"Oooh and with that we have our first elimination of the match!"

Alix grunted. "Sorry buddy."

"It's fine. Just go help the others out." he pointed over to Erika whom was struggling against Mercury and Nia.

Erika rolled back and collided kicks with Mercury now, the blade protruding out of the back of her heel nearly cutting Mercury's face as he switched his legs up suddenly, forcing Erika to block with one of her arms, giving her seemingly a chance to counter with a kick when suddenly Nia rushed forward now, kicking her in the knee, forcing the leg she was about to kick with down while she then leaped over Erika's shoulder, grabbing both of her arms and flinging her over her back and straight into a large shard of fire dust that thankfully didn't explode upon her impact, but it was clearly starting to shake from the force.

Mercury smiled and fired shots off from his boots at the ground, launching himself right in Erika's direction as she ducked to the side while he landed right onto the fire dust shard.

Erika's eyes went wide when she saw Mercury's feet starting to twist and ready themselves for another shot off the shard of dust.

"I told you, to not me worried about us." he stated coldly before he launched himself off the large shard with his boots, causing an explosion that shattered Erika's Aura, knocking her out cold.

"And with that Erika Summers is eliminated from the tournament!"

Ember yelled out angrily as she tore up the ground her and Cinder stood upon while fighting.

"Quit dodging my attacks and fight back already!" Ember grit her teeth before now trying to get into close range combat with Cinder, who still kept dodging around the angry girl's attacks.

Cinder didn't reply at all as she then took out some arrows from her quiver and fired several at Ember's feet that exploded upon impact with the fiery terrain.

_You can't have my life  
I'm not your sacrifice_

As the smoke cleared, Ember was still standing, her fire burning still as brightly as ever as she stepped off the lava, swinging her weapon around ready to go for more when suddenly the buzzer was heard.

"And with that, Ember Feure is eliminated from the tournament!"

"WHAT?! NO! I'm still standing! I didn't get hit!" she yelled out angrily.

"But your aura." Cinder pointed to Ember's Aura as it finally broke from all the strain her semblance had on it.

"NO!" Ember yelled, shaking where she stood as Cinder turned away from her focusing her attention on the last member of Team FCSA, Alix.

_You can try but I'm free  
And you won't conquer me_

Alix activated his semblance as Emerald attempted to slash her sickles through his body, but they only passed through without causing harm while Mercury leaped at him, only for him to be blocked, Mercury simply firing a shot off with his boots upon impact with Alix's dual ended spear, causing Alix to stagger back while Nia cartwheeled around Alix and kicked him in the chest, making him land right in Cinder's attack range as she then took five arrows out from her quiver and fired them all out at him.

_I won't crawl  
Most of all  
I won't fall  
For you_

Alix only could just look in utter surprise as the arrows landed all around him. "Well... Fu-" with that the arrows exploded and Alix's Aura shattered, with him being knocked out from the force of the blast.

"And with that amazingly vicious display, Team CMNE advances onto the doubles round!" Professor Port called out.

Gritting her teeth in anger, and with tears streaming down her cheeks Ember yelled out. "NO!"

Cinder turned towards the girl and smiled.

Swinging her flying claw around, Ember threw it at Cinder who caught it, now making eye contact with her.

Cinder held it firmly before Ember pulled back, attempting to pull Cinder towards her. However, Cinder simply let go, Ember barely being able to react as the claw hit her face, leaving a scar across her cheek and knocking her out.

The crowd was now booing at team FCSA while Cyrus limped over towards Alix and the medics arrived on scene.

The four teammates grinned to each other, Nia blinking and her eyes briefly flashing pink and brown before returning to their 'Natural' Green.

"Well I'll be! What a horrendous display of poor sportsmanship! Thankfully Miss Fall was able to stop the attack from Miss Feure. We can assure the audience at home that Team FCSA will be further penalized for this!" Dr. Oobleck assured.

* * *

On the festival grounds outside of the Arena Team RWBY were all walking around and looking for food with Taiyang tagging along with them.

"You should probably go make sure Alix is alright." Taiyang suggested to Yang.

"Yeah, I'll check on him after we eat." Yang nodded in agreement as the team kept walking around when suddenly Emerald cleared her throat.

"Ahem." she held Ruby's wallet. "You dropped this."

"AH! WHAT?! Why?! HOW?!" Ruby panicked as Emerald handed it back to her. "Ugh... Girl pockets are the worst." she whined.

"That was a great match your team had." Emerald complimented.

"Oh well uh... Your match was pretty great too!" Ruby chuckled a little bit at Emerald's compliment.

"You're okay after what happened, right?" Yang asked.

"Yeah." Emerald shook her head. "Just a little shaken up."

"So who're you bringing to the doubles round?" Weiss asked curiously.

"Merc and I are going on." Emerald stated with a smirk. "How about you guys?"

"Well after thinking long and hard I decided-"

"We put it to a vote." Weiss interjected.

"Well I decided we put it to a vote!" Ruby crossed her arms. "Weiss and Yang."

"I will gladly represent our team going further along." Weiss bowed.

"I'm lookin' forward to more fightin'!" Yang pounded her fists together.

"Y-Yeah maybe Merc and I will see you two going ahead." Emerald laughed.

"Would you like to get some food with us?" Ruby asked as Taiyang offered a friendly wave just as Alix approached, slightly bandaged up, thankfully not wearing any casts.

"Alix!" Yang turned over towards him worriedly.

"I'm fine Yang... My Aura tanked most of that hit." he affirmed. "Although..." he looked over towards Emerald. "I'd just like to apologize for my team leader's-" Emerald walked away and he looked down.

Emerald approached Mercury whom was waiting around the corner. "How're the new friends doing?" Mercury chuckled.

"Ugh... I HATE them. Just... How can they be so happy and cheery all the damn time?!" Emerald grit her teeth angrily.

"Did you at least get what we were looking for?" Mercury asked.

"It's the heiress and the Bimbo." Emerald rolled eyes as they walked off.

At a Noodle stand The party of 6 had sat down.

"2 regulars." Yang stated, smiling to her father who she knew would have preferred that as the two bowls were now in front of them.

"This better be low salt." Taiyang narrowed his eyes before slurping some noodles.

"Oh um... Me too!" Ruby interjected, before her bowl was given to her.

"Extra pork." Alix stated, getting his bowl.

Blake just nodded before the bowl was pushed out right in front of her, filled with fish. She drooled upon looking at it as Weiss held her card out in front of her.

"Aw Weiss, you don't have to!" Yang shook her hand in that gesture.

"I insist. Consider it a Thank you for bringing me forward into Round 2." Weiss stated.

"You made some pretty swell friends girls." Taiyang nodded in approval before suddenly Weiss's card was flung right back in front of her like a ninja star, the clerk pointing to the cash register showing that her card was rejected.

"W-What?! But I barely went into my monthly allowance!" Weiss complained as her scroll decided to ring again with yet another call from her father, she closed it and the display showed that she declined 5 calls.

Blake sneakily tried to take her bowl but it was pulled away from her. "NOOOO!" Blake whined now.

"Hello again, do you need some help?!" the voice of Pyrrha called out from a distance as team JNPR approached.

"Pyrrha!" Ruby waved to her.

* * *

"It was the least I could do." Pyrrha nodded as everyone leaned back now, full of food.

"I saw what happened on the replay." Jaune stated, looking over to Alix. "How's... Your team doing after that?"

"Well apart from us not being allowed to partake in the next Vytal Festival Tournament AND my other teammates and I agreeing to have a talk with our leader... Alright I suppose. I mean it's really only Ember we've all taken issue with." Alix explained.

"I'd imagine." Yang sighed a bit before looking over to Pyrrha. "So you guys excited?!"

"Oh heck yeah we are!" Nora grinned. "We're so gonna win the tournament!" Nora proclaimed. "Because I mean if we don't we'll probably lose social status, all our friends will reject us, we'll be known as the team that blew it forever and we'll be forever renamed to team, LOSE-IPER!" she inhaled before leaning forward, her face slamming into her bowl as Ren pat her back.

"Yeah... No pressure." Ren shook his head.

"Relax, we'll do fine." Pyrrha assured.

"Yeah, I mean after all we've done this year I'm certain this'll be easy for you!" Ruby smiled.

"Well I mean every other serious fight we've had this year hasn't had tournament sanctioned rules." Pyrrha stated. "Not all of us have fought against trained murderers..."

"I mean, we've fought terrorists, a dangerous sociopath and monsters." Blake pointed out.

"And we're just in training." Ruby grinned. "I can't imagine how awesome we'll be once we've graduated!"

"Don't get too far ahead of yourselves girls." Taiyang ruffled Ruby's hair much to her annoyance as his scroll buzzed with a message. "Oh, I have to get going." he stood up.

"Bye Dad." Ruby waved as he then suddenly pulled her and Yang in for a hug.

"Bye sweetie." he held them a little tightly before letting go.

"We'll win the tournament for you, Dad." Yang grinned.

"Just remember to keep that temper of your's in check. That last match really just made me think back to that." Taiyang shook his head.

"Dad, I'll be fine." Yang assured.

"Good luck in the tournament everyone." Taiyang stood himself up. "And Alix, don't take the loss and penalty too hard. Just take it as a lesson and tell your leader to take it that way too."

With that Taiyang had left for his newest mission.

"Say do you think it was a good idea to eat so close to a potential fight for us-" before Jaune could even finish the sentence the TV screen playing the tournament showed the selection screen, Team JNPR against Team ABRN.

"Oh..." Pyrrha paused as she saw the team selected.

"Something wrong, Pyrrha?" Nora asked.

"No..." Pyrrha shook her head before letting out a sigh as Ren cleared his throat.

"We shouldn't keep things from each other like this." Ren insisted.

"Alright, it's just... Team ABRN are old friends of mine from Sanctum. They were always competitive with me and well they were upset when they found out I chose Beacon over Haven." Pyrrha explained.

"Oh... Well then... We'll have to show em' why Beacon was the right choice for you!" Nora grinned as she stood up.

"Would team JNPR PLEASE report to the Colosseum?!" Dr. Oobleck's voice called out.

"Ugh... Alright then. I guess it's time for us to go." Jaune sighed.

"Good luck you guys!" Ruby beamed.

* * *

It was now time for the match as the two teams stood off against one another inside the arena.

"We're going to make you regret choosing Beacon." Arslan stated coldly to Pyrrha as she readied her stance.

Pyrrha held her shield up firmly.

Back in the stands Emerald and Mercury made their way to their seats, with Yang briefly glancing back at them as she and the rest of team RWBY were making their way to their own seats.

Mercury bought himself a tub of popcorn and started munching as Emerald rolled her eyes. "We already know how this is gonna end."

"Oh come now, Emerald." Cinder approached from behind with a smirk. "Just because you know how a story ends. Doesn't mean it isn't any fun to watch unfold." she held a popcorn kernel between her fingers before popping it with heat as she then ate it.

"We do have much to discuss later. Miss Xiao Long's power proved to be a little interesting. It gives me an idea for what could happen for their next match." she chuckled.

"Our problem?" Emerald asked.

"No." Cinder shook her head. "Just more fuel for the fire." she laughed. "Although, this should be pretty fun as well." She took the tub from Mercury's hands, much to the young man's disappointment, offering a little to Emerald as well, who declined. "What? Teammates should share after all."

The arena's biomes were selected, The Mountainous Biome and the Urban Biome.

"Ready?! BEGIN!" Dr. Oobleck's voice called out as the match started.

* * *

**Commentary**: So one major difference you'll notice is that the matchups are different this time around, and yes that is very much intentional. I'll keep it no surprise that these match ups were all chosen for our teams to have the most upsetting result for one party involved in the fight. RWBY vs BRNZ definitely felt like a better choice in my head because we could have a sniper duel between Ruby and May, a punch off between Brawnz and Yang and the other members could be handled by Blake and Weiss easily.

FCSA vs CMNE admittedly was just a match I wanted to do because we never really got to see the match with Cinder's team in the show itself and it already eliminates one of our side teams. Generally speaking I did want to make the rules of the tournament along with what the prize was more clear, I did take some inspiration from a couple of people's ideas so keep that in mind. Taiyang also stuck around longer than he did in the show because I do feel like it'd be nice to see some more interaction with him since the last one we had was around Volume 1 lol. Next up is the tournament fight between JNPR and ABRN


	2. CH2: New Challengers, Old Acquaintances

Team ABRN rushed forward at Team JNPR, with Jaune raising his shield up in defense as Reese smirked and used it as a ramp for her hoverboard, causing Jaune to fall onto his back while Ren fired shots off at Bolin, who spun his staff to deflect them.

Nora fired a shot from Magnhild at Arslan, who rolled under it while making her move on Pyrrha, the shot however would instead hit Nadir, sending him flying into the Mountainous biome where Nora, transforming her weapon into it's hammer form ran towards him.

"I made my choice to go to Beacon so I could actually make new friends!" Pyrrha argued.

"And just leave us behind?!" Arslan threw a punch out at Pyrrha, who blocked it with her shield, getting pushed back towards the Urban Biome.

Ren slashed out with Stormflower at Bolin, who again blocked his attacks till Ren hooked his guns over Bolin's staff, now attempting to pull it out of his hands.

Jaune stayed mostly turtled in defensive mode, noting how his teammates needed direction now.

He first had to get Reese off his back as she was now taking pot shots at him with her hoverboard and was slowly moving him to the edge of the arena. He had to keep blocking her shots, which was difficult considering that she was skating around him. She then smirked, realizing how easy this would be and made another attempt at Jaune.

Jaune smirked as she attempted to boost off his shield again and collapsed it before slashing upwards at her hoverboard with his sword, forcing it to split into two guns that she fired shots out at him with before landing just at the arena's edge, and stumbling slightly which made the audience go wild at this before he then turned his attention towards his teammates. Ren was starting to lose his struggle against Bolin.

"Ren!" Jaune called out. "Remember that move we practiced in training?!"

"Now?!" Ren asked.

"Yes now!" Jaune insisted as Bolin wrestled his weapon free of Ren's grip as he took a swing at Ren that he blocked, but was launched back by. Jaune held his shield up and Ren landed onto it, firing shots off at Bolin who reflected it.

Ren then jumped up into the air off of Jaune's shield as Jaune held his shield forward with Ren firing shots onto it, the shots reflected off of it, catching Bolin off guard, causing him to take a couple of the hits before Ren landed right onto his shoulders, forcing him to the ground as Ren then looked over to Nora angrily chasing Nadir up the mountain as the shots he was firing from his rifle were clearly whittling away at her aura as a bolt of lighting Struck right next to Nadir, causing him to lose footing and tumble down the mountain while Nora smirked and continued to ascend the mountain.

"No! I made the choice to go to Beacon because know one there really knew me!" Pyrrha argued.

"No one really knew you?! You're Pyrrha Nikos, don't make me laugh!" Arslan knocked Pyrrha's shield out of her hand now as Pyrrha started to deflect attacks from her rope dart with her spear.

"Yes! I wanted friends that wouldn't just want to fight with me all the time!" Pyrrha argued, slightly using her semblance when this attack got really close to dodge it, much to Arslan's annoyance as she stopped.

"So that's it then?" Arslan shook her head. "You abandoned us all because you knew we were better than you, Pyrrha Nikos... The Invincible girl." she mocked. "You're not invincible to your own emotions? Is that it?!" She then glanced over to her teammates whom were starting to recover from their scuffles with the rest of team JNPR.

"I... I didn't want this to be something this emotionally charged." Pyrrha confessed.

"Then let's just drop it!" Nadir stood himself up, his tumble off the mountain having brought him to this side of the arena. "If you're really still our friend, then prove it. Arslan, I'm tired of you just making this about your petty grudge with Pyrrha, it's like I told you time and time again, Pyrrha would still be our friend if you weren't so competitive!" he threw his rifle down, much to everyone's surprise as the fighting on their side of the arena had stopped.

"You're giving up this match?! What we've trained so hard for?!" Arslan grit her teeth.

"If you're losing yourself in the process then I'd like to not go down with you." Nadir stated coldly.

Reese rushed back into the fight on her hoverboard, now with Bolin at her side. Jaune and Ren were readying themselves for more conflict when suddenly maniacal laughter was heard from atop the mountain.

"What's going on?" Bolin asked.

"I don't know why, but I feel very scared." Reese confessed.

Nora laughed as a bolt of lightning had struck her.

"Oh?! What's this?! Miss Valkyrie is activating her high voltage semblance!" Dr. Oobleck called out. "With this semblance, Miss Valkyrie boosts her muscle energy with a jolt of electricity!"

"We should probably run." Ren stated as he turned tail.

"RUN!" Jaune yelled out as Nora dove off the mountain, her hammer held high above her head and slammed into the ground right between, Jaune, Ren, Bolin and Reese.

"A double elimination!" Port called out. "Bolin and Reese are Both out of the fight via a ring out and Aura loss!"

Reese and Bolin groaned as the leaned on the side of the arena while the medics came to pick them up.

The other members of team JNPR were starting to close in on Nadir and Arslan.

"Arslan, please. Just let this go with me." Nadir insisted, holding his arms up and eliminating himself from the tournament in a surrender, the buzzer sounding.

"Oh and it appears Nadir Shiko eliminates himself from the tournament!" Dr. Oobleck explained.

Arslan stood alone now, cornered by all members of team JNPR, with tears streaming down her face.

"I... I always wanted to be better than you... You were always perfect." she glared daggers at Pyrrha. "This will NEVER be over!" she made an effort to attack again.

Nora started to make a move to attack, but was stopped by Ren. "Let them end this." he insisted.

Pyrrha however, stood her ground firmly, all of her emotions dropping completely as if she was nothing more than a hollow warrior, fighting to win this tournament.

Arslan's emotionally charged attack was blocked when Pyrrha's shield was pulled back to her arm and Pyrrha struck her on the side of the head with the blunt end of Milo, Pyrrha spinning around and bashing her head with Akouo.

Arslan wouldn't move as she attempted to hit Pyrrha with her rope dart again, only for it to miss and nearly hit Jaune who deflected it to the side with his shield.

Pyrrha's emotionless stance suddenly became emotionally charged at this moment upon Jaune being put into danger and she let out an angered yell, throwing her shield at Arslan's gut, causing her to stagger back, while she then fired a few round from her rifle, each of which hitting her and making her falter back more before finally, Pyrrha threw Milo at her in it's Javelin form, hitting her right in the stomach and shattering her aura as the weapon then fell right back into Pyrrha's hands.

"And with that we have our winners! Team JNPR wins!" Professor Port called out.

Arslan laid on the ground till the paramedics showed up with the stretcher, tears were streaming down her face as she laid there in a seemingly catatonic state.

Pyrrha looked down sadly. "I..."

Jaune put a hand on her shoulder. "We can talk about this later if you'd like, somewhere more private."

"Yeah, what was that?!" Nora asked, seemingly peeved.

"I could tell from what I just saw that you clearly didn't tell us everything about Arslan, Pyrrha." Ren crossed his arms in disappointment as Pyrrha started out of the arena, with the rest of JNPR following behind her.

In the stands, Cinder smiled, handing the empty container of popcorn to Mercury. "Oh come on, I barely ate this." the male complained as he and Emerald followed followed their team leader out of the arena.

* * *

In front of a bar known as the Crow Bar sat a disheveled looking man, wearing a red cape. He also wore a gray button down shirt, slacks and loafers.

"That was quite the interesting match, wouldn't you say." the Bartender asked the man as he downed a shot of Whiskey.

The man simply laughed a bit. "Right. That Arslan kid fell apart at the seams when she realized she couldn't get her way." he shook his head before holding his glass out. "Another."

The TV in the bar went into the details for the selection of the next match.

* * *

"And this next match is going to be quite the match up indeed! The classic! Manliness vs Femininity! One of the most Manly teams to join the Vytal festival tournament this year, hailing from Haven, Team SSSN! Lead by Sun Wukong!" Professor Port exclaimed.

"And their opponents, hailing from Shade Academy! The lovely, team NDGO! Lead by Nebula Violetta!" Dr. Oobleck introduced.

The footage quickly cut back to the arena where the match was about to begin.

* * *

"Alright team, we got this!" Sun cheered as his teammates were all busy doing their own things, well except for Sage who held a firm stance and was clearly sizing up the competition.

"Alright ladies, hands above the waist." Neptune smirked the four members of team NDGO just gagged at Neptune's flirting.

"Don't mind him... for he... Yeah he's just dumb." Sun shrugged his shoulders.

The first biome was selected it was a desert biome, that only really seemed to have large dunes of sand.

"Alright, the desert!" Dew grinned. "Home terf advantage!"

"I wouldn't be too confident if i were you, I'm from Vacuo myself." Sun stated.

"I hope I don't get sand in my shoes." Scarlet grumbled.

"Focus on the match before your fashion." Sage stated as he took his sword off it's holster on his back.

"Hey it's the ocean!" Gwen pointed out.

Neptune went entirely pale as in the stands Teams RWBY and JNPR were watching the match. "What's going on with Neptune?" Ruby asked.

"Oh no..." Blake furrowed her eyebrows while Jaune facepalmed as well.

"Neptune's..." Blake began.

"Afraid of the water." Jaune finished.

"Isn't his name synonymous with water?" Yang pointed out before being cut off by a thunderous laughter from Nora.

"HE'S A WATER WEENIE!" Nora laughed as she fell back in her seat with Ren just patting her shoulder, furrowing his eyebrows.

"BEGIN!" Professor Port called out as the match started.

Neptune immediately ran to begin team NDGO and hid behind a dune.

"Neptune! What are you doing?!" Sage asked, annoyed.

"Um... I'm... getting to some higher ground!"

"On the enemy's side?!" Sun asked.

"They'd never see it coming!" Neptune nervously laughed before aiming down his rifle and firing a shot out at NDGO as Octavia looked to her team's leader.

"Well he's not wrong." Octavia remarked.

"Deal with him, Octavia." Nebula stated before she fired a shot from her crossbow out at Sun who deflected the bolt with his staff.

Sage ran at Dew Gayle, slashing down at her with his sword. Dew then quickly retaliated with a block followed by an Upward slash boosted by wind dust that knocked sage into the dunes of the desert portion of the arena where Neptune and Octavia were fighting.

Neptune fired shot after shot out at her, but she deflected them all before slashing down at the ground with a wave of fire dust that came from her sword and kicked up the sand, forcing Neptune to put his goggles on as he then transformed his railgun into it's trident form and lunged at Octavia, the redhead blocking the strike.

Scarlet fired shot after shot at Gwen Darcy's knives while they flew at him before he then used his gun's grappling hook to hook onto the beached half of ship in the arena and gain higher ground.

Nebula was having very little luck breaking through Sun's defense as all of his attacks had more range than her own. She then glanced over to Gwen who nodded and threw out a pair of knives onto the ship that Scarlet landed on and Gwen then leaped over to it, landing on the knives and landing right in front of Scarlet, transforming her weapon out into it's sword form again.

Sage stood himself up, but was now having trouble pulling his sword out of the sand where it was partially buried due to a tornado burying him in some sand. He then looked up towards Dew who was now conjuring dust tornadoes with her spear and soon enough found himself lifted up off of the ground and flung from the arena, landing on his back.

"And with that Sage Ayana is eliminated!" Dr. Oobleck called out while Sage threw his sword to the ground in annoyance.

"Neptune we could really use your help here!" Sun yelled to his teammate as he was deflecting knives thrown by Gwen Darcy.

"Well I'm kind of busy here myself!" Neptune argued as Octavia and Dew were cornering him.

Sun then, slammed his staff into the ground as Gwen attempted to make a fast approach while spinning around in a dance to throw her next knives, the shockwave from Sun's slam, knocked Gwen off her feet while Sun had one of his clones created by his semblance boost him into the air towards the desert where Octavia was about to get a hit off on Neptune from behind, only to be met with Sun kicking her across the face.

Sun then continued his assault with several strikes from his staff before hitting her once with the end of it, knocking her out and shattering her aura. "Now can you help us?!"

Scarlet was surprisingly having an easier time against Nebula whom he was able to duck, dodge and block before finally firing a shot off at her feet that broke a piece of floorboard under her that she got her foot stuck in.

Scarlet then struck her with his sword, knocking her back, however the force of this attack also caused her to flip the floor board she was stuck under and that ended up flinging Scarlet into the air.

Scarlet then kept his momentum going and quickly caught himself on the yardarm of another broken ship in the arena, landing on it before he then fumbled around, clearly without a clue of how he'd get down as Gwen Darcy started throwing knives at him that he clumsily dodged.

Dew Gayle conjured another tornado that blew both Sun and Neptune onto the ocean side of the arena, with Neptune now being more paralyzed with fear as the three remaining members of NDGO grouped up just in time for Scarlet to fall and attempt to catch himself with his Grapple hook. Gwen however, simply threw a knife, intercepting it and causing Scarlet to fall flat on his face now, the buzzer sounding as his aura was too low for him to continue now.

"Sorry lads!" Scarlet apologized.

"We had a plan for a match like this Neptune! But then you had to go and mess it all up with your dumb fear!" Sun argued as he dodged tornadoes, knives and crossbow bolts being fired in his direction.

"It's not stupid!" Neptune argued. "Have you tried almost dying in water before?! It's not fun!"

"Look dude, we either win this together or we fail together, so please just help me out!" Sun struck Nebula on the side of her head with his staff, Nebula's aura falling now below the threshold as the buzzer sounded.

"Nebula Violetta is out of the fight!"

"Just help me out here dammit!" Sun argued as Neptune shook his head like a pouting child, still clutching his weapon close to him.

Gwen grit her teeth in annoyance as Sun was starting to deflect her knives with his weapon's nun-chuck form before one of her deflected knives hit the tree right next to Neptune, causing him to react and dodge forward.

His foot touched the water and he froze up, dropping his weapon right into the water and electrocuting everyone there.

"And it looks like we have a Quadruple elimination on our hands!" Professor Port bellowed out.

"However, quickly reviewing the images shows that Sun and Neptune's Auras dropped below Dew and Gwen's aura's first meaning that Team NDGO are the victors!" Dr. Oobleck declared.

"What?!" Sun was rather mad. "This is all your fault!" he shoved Neptune who was covered in mild burns like everyone else was.

* * *

"Well that was quite the match if I had to say so myself!" the bartender smiled to the disheveled man.

"That was a mess." he remarked.

"Gee, if that fight didn't impress you or any of the other fights before it, what fight are you looking for?!"

An Atlesian airship flew right into the airspace above Vale now. It definitely looked like it belonged to someone in the military.

"That one." the man downed his last shot and threw his money down on the table before walking out of the bar.

The bartender sighed and started cleaning the glass, however another one fell down behind him. "Gee darnit."

* * *

"Oh jeez, two friend teams lost in one day?" Ruby frowned.

"Hey, we won didn't we?" Yang asked.

"We'll just need to win for them, won't we?" Blake glanced over to team JNPR.

"Of course." Ren nodded. "We'll win for our friends that couldn't."

"We could at least cheer them up with some dinner." Weiss suggested. "Team FCSA just got out of the infirmary and thankfully Ember's calmed down from then."

"Well, you're not really in any condition to pay, Ice Queen." Yang joked.

"Hey, I didn't say I didn't have any cash on me!" Weiss argued before something out of the corner of her eye caught her attention. "..."

"Hey, uh... Remnant to Weiss?" Ruby waved a hand in front of Weiss's face as she seemed captivated by something.

Ruby then looked to see what caught Weiss's attention, it was an airship.

"She's here!" Weiss exclaimed in excitement.

* * *

**Commentary**: What a couple of upsetting matches huh? I did sort of give Pyrrha this thing here where she zoned out because she got way too into the fighting and Arslan dragged her team down with her, and they honestly got real tired of Arslan's petty grudge with Pyrrha. SSSN's match is a twist for certain, although if I had to be honest, them losing changes literally nothing.


	3. Chapter 3: It's Brawl in the Family

"I'm sorry, who's here?!" Ruby asked as she followed the very eager Weiss towards the airship docks.

"Winter!" Weiss exclaimed.

"Your sister's here?!"

"Yes! I so rarely see her! Oh this is going to be such a treat!"

The two had finally arrived at the airship docks where Winter was just doing one last routine check of her accompanying Atlesian Knights when Weiss and Ruby walked over, Ruby remaining silent.

"Winter!" Weiss called out.

Winter glanced over just as she finished her check. "Weiss." she smiled as Weiss tried to hug her but she stepped back.

"Oh, r-right!" Weiss shook her head before smiling up to her sister.

There was an awkward pause of silence between the two.

"Well... This is nice..." Ruby chuckled awkwardly with Weiss shooting her a glare to quiet down.

"So how have you been?" Winter asked her sister.

"Oh I've been doing wonderfully! I'm getting high marks in my classes and I've been working very diligently with my team-" She was slapped on the head by Winter.

"Silence you boob!" Winter glared down at her as she rubbed her head.

"Ow..." Weiss grumbled while holding her head.

"I mean how have you been doing on a personal level? Are you eating right? Have you made friends? Are you having fun?" she asked.

"I mean Ruby's my friend." Weiss pointed to her.

"I thought you said we weren't besties." Ruby pouted before Weiss again shot her another glare that shut her up.

"Oh um. We won our tournament match!" Weiss pointed out.

"I'd hardly call that a victory." Winter scoffed. "You hardly did more then provide support rather than go on the offensive."

"With all due respects um... Miss Winter, It was my leadership that decided that. Weiss's skills work wonders for supporting us as a team." Ruby pointed out.

"I see." Winter nodded to Ruby before sizing her up now. "Weiss told me about you in a letter."

"Uh..." Ruby didn't know what to say.

"I see she was right in the fact that your appearance and mannerisms do leave much to be desired but your leadership skills are impeccable." Winter noted.

"Thank you." Ruby bowed herself.

"There is no need to be so formal, Ruby Rose." Winter stated. "I am thankful that you have taken an interest in my sister and have provided good direction for her. I ask that you keep that up going forward."

"O-Of course!" Ruby stated. "Oh um... Your sister's going to be advancing into round two of the Tournament with my sister!" she explained.

"I see and have you studied all of your possible next opponents, Weiss?" Winter asked.

"Um... I've been with my team all day." Weiss reasoned.

"I see... I suppose you wouldn't be able to focus as much on possible strategies while you're out. You do have time tonight anyways." Winter nodded. "Why, I remember the last Vytal Festival I partook in." Winter remarked. "I made it far along into the finals, but my opponent from Vacuo fought with... Unorthodox methods that contradicted everything I've learned. However, it was through that match I was able to learn to become better." she smiled.

"I've learned much myself, Winter." Weiss smiled.

"You should have seen her last semester!" Ruby grinned. "Weiss really helped us out back at Mountain Glenn!"

"The same incident that caused the Breach?" Winter noted as Weiss looked down. "It could have been handled more tactfully, but again, when it comes to unpredictable enemies, sometimes unpredictable things can happen. I'm glad you all made it out unscathed."

"So, Winter... How long are you going to be around for?" Weiss asked.

"Classified." she answered.

"I see." Weiss looked down. "W-Well could we get a meal or something together?"

"I'd be more than happy to." Winter agreed. "You're welcome to join us, Ruby Rose."

"O-Oh... I um... I'd be happy to!" Ruby nodded before following the two as the group started to make their way to the courtyard.

"You may invite your teammates to join us as well. I would like to meet the rest of your team." Winter stated. "I'd also like to inspect your dorm room."

Weiss's eyes went wide as she looked to Ruby. "I'll go call the rest of the team!" Ruby insisted, walking off to the side to make the call.

Weiss glanced from side to side, realizing she had no one to fall back on for this, but she decided she'd be honest. "Uh... Winter, the bunk beds only look unstable."

"Bunk beds?" Winter asked.

* * *

Back by the Fair grounds, Blake, Yang, JNPR, SSSN and FCSA were all gathered around a couple of tables. Ember's face had a bandage on the side of it and she was looking down at the bowl of ramen she had ordered, Sun and Neptune still weren't talking at all, and Pyrrha was avoiding eye contact with her teammates.

"Jeez... This feels, awkward." Yang remarked.

"Well your guys's matches didn't exactly go as easy as our's did." Blake remarked.

"Yeah..." Cyrus let out a sigh. "Team CMNE still won't talk to anyone on our team after what Ember did, even after we got her to try and apologize."

Ember slammed her fist down onto the table. "It's that damn smile on her face! It's just so... Smug, I got irritated by it."

Alix put a hand on her shoulder. "Hey now, remember what we said about calming down."

"I know, I know. Cool it." Ember rolled her eyes.

"You need to learn to work better with your teammates, Ember." Sage remarked.

"Oh? And like your team's one to talk." Ember scoffed. "I watched that match from the infirmary. You guys really let one member of your team drag you down?"

"It's not my fault Neptune has probably one of the better ranged weapons of our team." Sun grunted in annoyance.

"Hey, Hook is a great ranged weapon!" Scarlet argued.

"Yeah, but it's only one. And I mean my Ruyi bang and Jingu Bang are great and all up close but as a ranged weapon they were really lacking."

"Alright, we get it, Neptune is your ranged guy. But seriously? What was that all about? All because of some water?" Erika asked.

"Neptune just has this paralyzing fear of it." Sun stated. "It's why he wasn't able to tag along early with me to come to Vale even though he wanted to. But it'd have involved him riding on a boat."

"Y-Yeah..." Neptune looked away, drinking from his lemonade.

"Pyrrha what were you holding back about Arslan?" Ren asked.

"..." Pyrrha closed her eyes before taking a deep breath. "Arslan and I were very much rivals more than friends back in Sanctum." she began. "Arslan was always someone I beat when winning my tournaments to the point where her rivalry with me developed into something far more bitter."

"What about her teammates then? You said they were the same way too?" Jaune pointed out.

"They were, but as time passed, they grew more mellow and honestly I'd probably still be willing to call them friends." Pyrrha explained.

"Is Arslan going to be okay?" Nora asked.

"I... I don't know." Pyrrha shook her head. "She takes losing to me so personally and honestly, this is the worst meltdown I've seen her have. I think... When the tournament's over I'm going to apologize to her and I'm going to try and make amends in any way I can."

"If you need help mediating, the others and I would be happy to help." Jaune assured before another group approached.

It was team CFVY and they came back after just winning their match for the day.

"Hey guys!" Coco greeted as everyone's moods lightened up a little more and Team CFVY joined everyone that gathered around.

"We knew you guys would win for sure." Yang smirked confidently.

"Just like we had faith you guys would win as well." Fox smirked confidently.

"By the way, who are you guys bringing to round two?" Velvet inquired.

"Well, Weiss and I are advancing to the next round." Yang stated.

"Me and Pyrrha!" Nora exclaimed.

"Awesome, Yatsuhashi and I are advancing into round 2." Coco grinned. "Hopefully we won't have to fight any of you guys."

"i doubt we'd lose." Yang smirked. "Not again anyways."

"Oh? You guys really so sure?!" Coco lowered her shades.

"Hey now, let's keep the fighting to the tournament." Cyrus attempted to mediate. "We've had enough verbal fighting these past few hours anyways."

"Yeah..." Ember let out a sigh. "Say, Coco would you happen to have any of those really good Expresso shots on you?" she asked.

"You're in luck, Feure." Coco took out a thermos and a couple of glasses. "Got it right here~"

"Glad you guys don't hate us like a lot of the viewing audience did." Erika mused as Ember and Coco downed their first shots of expresso with Ember's hair lighting up from the heat contained in the expresso.

"Why does Ember's hair always get like that anyways?" Sun asked curiously.

"It's her semblance. It's a passive effect type semblance. As in it automatically activates, even without her command. She absorbs all forms of heat and is able to use it to fight back." Cyrus explained. "Definitely helped us out a ton during our initiation."

"Not much in the tournament though." Erika scoffed. "I was trying to tell you to get out of the lava zone because it was draining your aura."

"And... I should have listened." Ember admitted. "I just... I've always used my semblance to win most of my fights in the past. And with Cinder the fact she used mainly heat based attacks made me think I'd have an easy time with her."

"Clearly you were mistaken." Alix shook his head.

"Well..." Ember stretched herself a bit before picking up her next shot glass. "You guys can bet we'll be rootin' for ya to win!"

"I mean I guess we should root for Haven to Win..." Sun noted. "But oh heck, you guys are our friends! We've one hundred percent got your backs!"

It was then that Yang's scroll rang with a call from Ruby.

* * *

As Weiss and Winter headed into the Academy, suddenly someone grabbed one of the Atlesian Knights that Winter was assigned and tore it's head off, tossing it at Winter's feet. "HEY, ICE QUEEN!" called out the voice of the drunken man from the bar.

Winter turned around. "Halt!" she instructed as her Atlesian Knights trained their weapons on him.

"What do you think you're doing?!" Weiss glared daggers as she stormed forward.

"SHSHSHSHH... Not you." the man insisted while pushing Weiss aside.

"Hey!" Weiss groaned as she was shoved away. "You!" he glared at Winter.

"What do you want?" Winter asked him.

"You Atlesian Specialists think you're so... Special." he made quotations with that last word.

"It's in the title." Winter held a firm stance now. "I don't have time for your immature games, Qrow. Why did you destroy Atlesian Military property?!"

"Oh, I'm really sorry. I could have sworn this was some sort of... Sentient Garbage." Qrow chuckled before throwing the rest of the Knight to Winter's feet. "I hear General Ironwood's sold out Ozpin..."

"The General?" Weiss asked her sister.

"Weiss, stay back." Winter insisted.

"Yes Weiss, stay back. Your big sis will keep you safe, just like how Atlas will keep us all safe." Qrow scoffed.

"If you don't hold your tongue. Then I will gladly remove it for you." Winter glared, clutching onto the handle of her holstered weapon.

"Alright." Qrow slicked his hair back. "Come take it."

With that Winter immediately charged forward and stabbed out at Qrow who ducked his head to the left and right in order to avoid the attack before bowing and letting her strike his sword before he then took it off it's holster off of his back and held it forward in a stance.

Winter grit her teeth before slashing at him more, Qrow, blocked and ducked to avoid each swipe of her sword, counterattacking himself now.

"What's going on?!" Ruby asked as she approached Weiss.

"Some crazy guy just started attacking my sister!" Weiss explained as Ruby glanced over.

"THAT'S MY UNCLE!" Ruby exclaimed.

"WHAT?!" Weiss glanced over towards the fighting.

"KICK HER BUTT UNCLE QROW!" Ruby cheered.

"W-Well... Teach him respect Winter!" Weiss cheered for her sister.

Qrow blocked a strike that knocked him away several feet before Winter lunged forward at him again, this time Qrow raising his weapon to his head to block her strike as he then followed up with downward slash that created a brief shockwave, knocking most of the onlookers away now, even Ruby and Weiss were blasted back from this attack.

Winter wouldn't let up here though, she then tried to slash at Qrow's gut, but was again met with his blade before she then kicked him in the face, causing him to stagger back slightly before running and slashing through a lamp post, causing it to fall over, however Winter merely jumped atop it and lunged forward at Qrow who slashed at her again, this time she landed on his blade and smirked down to him before kicking his face yet again as he fired off a couple of shots from the gun that was part of his weapon's handle, Winter barely dodging them as she stabbed her sword into a archway and started running up it, barely dodging the last shot Qrow fired as he jumped up after her.

Mercury and Cinder were walking under the archway when the fight was starting to take it to this area.

"Mercury, get your camera rolling." Cinder instructed as Mercury smirked, taking it out to film this fight.

"Oh I am so uploading this to my own account later..." Mercury admitted while Cinder just rolled her eyes at this remark.

Qrow kept firing shots after Winter on the opposite end of the archway before finally one shot seemed to hit it's target as she exploded into an icy mist.

Qrow stood his ground, holding his sword forward as Winter emerged from the mist, removing a smaller blade from the base sword before clashing with Qrow. Their clash shattering the top of the archway as the two kept fighting with Winter boosting herself with time Dilation to keep her assault on Qrow up, destroying more and more of the courtyard as it kept going on before finally she was able to push him back with a propulsion Glyph boosted attack.

Qrow stabbed his weapon into the ground as he was sliding back, quickly correcting his posture as Winter then stabbed her sabre into the ground and started summoning many small Nevermore that flew at Qrow. Qrow however was having an easy time cutting them down and with a single shot fired at Winter that actually hit her, she stopped.

Winter then formed another propulsion glyph behind her and also activated time dilation, rearing herself up for one last attack.

Qrow then started to transform his sword, the gears in his weapon turning as his sword started to change into it's scythe form.

Ruby's eyes lit up eagerly as this fight was clearly about to come to it's head when Suddenly Qrow glanced up at something.

Qrow immediately folded his weapon back up and put it away.

Winter stood perplexed for a moment as Qrow then gestured to her to come attack him.

Winter launched herself at Qrow full force when suddenly...

"SCHNEE!" General Ironwood called out as Winter's weapon was a mere inch from Qrow's throat.

"General Ironwood sir!" Winter held a firm stance now.

"What's the meaning of this?!" Ironwood asked.

"He started the altercation sir!" Winter argued.

"Not true." Qrow shook his head. "She attacked me first."

"Is that true?" the General glared down at his subordinate.

"Y-Yes sir." Winter looked away.

"Now now, there's a sanctioned match going on in the arena not too far from there... I hear they're also giving out free popcorn with it too." Ozpin smirked. "Also you two are both coming to my office." Ozpin insisted to Winter and Qrow.

The two began to follow Ironwood and Ozpin while Glynda started repairing the damages to the campus their fight had caused.

"UNCLE QROW!" Ruby called out as Qrow glanced over to see his Niece latch onto his arm. "DID YA MISS ME?! DID YA MISS ME?!" Ruby asked.

"Nope." Qrow chuckled and ruffled Ruby's hair.

"Why are you here?" Ruby asked.

"I-" he was about to continue when Ozpin loudly cleared his throat and gestured for him to follow. "I gotta go."

"I see... Are you in trouble?" she asked.

"Me? No... Oz and I go way back." Qrow assured as he started towards the CCT where Ozpin's office was located.

* * *

Back at the Festival grounds the three gathered teams were all sharing a laugh, Blake and Yang both left the scene as the call from Ruby was "urgent" as Yang put it.

Penny nervously took a step forward, a girl stood beside her, wearing very militaristic uniform and pointed to her watch. "You have 30 minutes."

Penny nodded and walked over. "S-Salutations!" she introduced herself to the group. "Do you happen to know where my friend Ruby is?"

"Oh Ruby? Well I believe she went to go greet Weiss's sister with her." Pyrrha stated.

"Oh... I see..." Penny looked down sadly.

"No need to feel upset, you can come hang with us!" Sun insisted. "The more the merrier you know!"

"R-Really?!" Penny was taken aback by this.

"Of course, if you're a friend of Ruby's you're a friend of ours!" Jaune insisted as Erika pushed a seat out for her and she sat down to join everyone for a friendly discussion. Penny just smiled happily while taking her seat and laughing along with everyone as Sun began to tell a pretty bad joke.

* * *

"What were you thinking there, Schnee?!" Ironwood asked.

"I... He... Qrow instigated the altercation sir!" Winter explained. "He destroyed Atlesian property and attempted to slander your good name."

"I see... So you attacked him?" Ironwood asked, with his arms crossed.

"I... I acted out of line." Winter admitted.

"I'm glad you've realized that Schnee, for that reason you will be returning to Atlas effective tomorrow night." Ironwood stated. "I can't have you acting like a loose canon during the festival when the whole world is watching."

"Yes sir." Winter nodded, gritting her teeth slightly. "He was drunk though." Winter added.

"He's always drunk!" Glynda spat back at her as they both glanced over to Qrow who was drinking from his flask before he stopped.

"You are dismissed Specialist Schnee." Ironwood stated as Winter then went towards the elevator. Qrow simply winked to her while she rolled her eyes at him as the door closed.

"And you." General Ironwood glared in Qrow's direction. "Why have you been silent all this time?!"

"I was out in the field." Qrow reasoned. "You do know you could have easily called me. Communication isn't just all calls to you. There's this thing called a send button."

"If you were one of my men, I'd have you shot." Ironwood argued.

"If I was one of your men, I'd shoot myself." Qrow took another swig from his flask.

"Now Qrow, I need to ask you, why it is you're here right now." Ozpin leaned over his desk. "And causing a scene."

"I've come to report that the enemy is here." Qrow stated.

"We're well aware of that." Glynda informed him.

"Then what the hell have I been out there doing?!" Qrow furrowed his eyebrows. "Look, we either need to do something about the enemy now, or this whole Festival is going to go up in flames."

Ironwood simply chuckled as he then placed his scroll onto Ozpin's desk, the black queen virus icon briefly flashed onto it as it then displayed the ships that were currently in the air above Beacon and around the arena. "There's no need for concern. My military has got us covered. Our enemy knows our strength and they're not going to be stupid enough to make a move."

"You think they're scared of your little ships?!" Qrow scoffed. "I've seen the things she's made, Jimmy. They ARE true fear."

"Is there anything new you have to add to your report Qrow?" Ozpin asked.

"Yes, for that matter I have reason to believe that the enemies that are here are the same ones responsible for Autumn's condition." Qrow explained.

"If that's the case we might need to come to a decision sooner..." Ironwood crossed his arms.

"I agree." Professor Ozpin affirmed. "If they are here at this Academy right now, then we can't afford to wait. We must make haste with our decision as to who our new maiden will be."

Qrow took another swig from his flask.

* * *

"So Qrow's been following our trail this whole time?!" Emerald was in a state of panic.

"There's no way he'll be able to find us here, right?!" Mercury asked also with concern in his tone.

Cinder was pacing around the room when she stopped upon receiving a notification on her scroll. "Oh?" she glanced over and smirked when she saw the data collected just now was from General Ironwood's scroll. "I think we may have just hit the jackpot."

"But what about Qrow?!" Emerald pressed.

"What about him?" Cinder shot a cold glare back at Emerald. "He doesn't recognize our faces and since I'm not advancing in the tournament it's likely he won't be able to identify us in any way."

"Well that's a relief." Mercury shook his head.

"Besides that, even if he were to find us, I'm certain we'll have what we came here for long after he's tracked us down, and by then it'll already have been too late." Cinder reasoned.

"So what's next for us?" Emerald asked now.

"Next is you both getting rest before your match tomorrow..." she stated as Mercury yawned and stretched.

"Good sleep sounds just about right for me right now." he went off to his bed.

"Let's give the crowd a show." Cinder then began selecting the next tournament match on her scroll...

Coco and Yatsuhashi vs Emerald and Mercury

* * *

As the randomization process was finishing up, Cinder smiled, leaning back in her seat with a tub of popcorn right next to her.

"Hey Cinder!" Ruby sat right next to her with the rest of her team.

"Hello there, Ruby." Cinder smiled back to the girl before glancing up at the tournament selection.

"Oooh... I hope your team can do this." Ruby mused. "Although I wanna root for team CFVY too! AH so conflicted!"

"I have the upmost faith in my team." Cinder chuckled before holding out her tub of popcorn towards Ruby.

"R-Really?!"

"My treat." Cinder nodded as Ruby took the entire tub of popcorn from her, before she started picking a piece of a popcorn kernel from her teeth as the combatants all walked onto the stage and the crowd erupted into cheers and thunderous applause with Cinder clapping as well now.

* * *

**Commentary**: So a few differences in this chapter, mainly Cinder was with Mercury to see Winter and Qrow's fight. Also the talk about the maiden stuff is a little more direct between Ozpin's group.


	4. Chapter 4: Lessons learned

The four arena biomes of round 2 were being selected as the members of team CFVY and CMNE stood in the middle of the arena.

Coco was sizing up Emerald. "Cute outfit. After this match I have got to ask you where you got it." she complimented.

Emerald chuckled. "Thanks, I'll be sure not to get blood on it."

"We won't be the ones bleeding here today." Yatsuhashi assured as he took Fulcrum off his back and stared forward at the pair.

"I wouldn't be too sure of that big guy." Mercury sneered as the biomes selected were Urban, Savanna, Forest and Geyser the four biomes rising out of the ground.

"Oh I like you two." Coco grinned as the two smirked back at them in a sinister manner.

"3...2...1... BEGIN!" Port called out as the match had started.

Emerald and Mercury smirked and slipped into the tall grass of the Savanna.

Coco immediately transformed Gianduja into it's mini gun form and started firing into the grass with Yatsuhashi standing at her side and keeping watch while she cut the grass down.

Her bullets fired to the walls of the arena, hitting the barricades in front of the audience making them jump back slightly while cheering.

_Welcome to the Bloodbath jump into the tub,  
Fist fight death match come and join the club_

She finished firing and found it odd how the pair was nowhere to be found in the tall grass.

_Kick Start your face with a metal clad boot,  
You should give up now your retaliation's moot  
Oh Yeah!  
Uh Huh!_

"Look out!" Blake called out in the stands, covering her eyes slightly as Mercury hopped down from one of the buildings at Coco, only to be met with Fulcrum before kicking off of it and causing Yatsuhashi to stagger back before Mercury continued with a front flip, kicking Yatsuhashi in the back of the head and spinning around to kick Coco's face, causing her to stagger back before flipping away from the pair as Yatsuhashi made an attempt to slash at him.

_I'll run circles round ya, I can touch the sky  
I'm gonna make ya hurt and I'm gonna make you cry  
__You want to mess around? Well come on, let's go  
I got no time to waste, let's start the show_

Coco fired on Mercury, who ran to the side to avoid Coco's attack as he fired a shot at the ground that boosted him forward, making him land between the pair. He then flipped around and kicked Yatsuhashi in the head and then again in the chest before he could counter with another attack. Coco readied to fire her weapon but was kicked to the side by Mercury.

"He's not bad!" Sun complimented with a grin.

"Yeah but where'd Emerald go?" Scarlet asked as now Sun was looking for her.

_I'm the one that your mama said  
'Don't mess with them or you'll end up dead  
That type they don't follow any rules'  
You're looking tall, you're looking tough  
I'm sorry dude, it's not enough  
Your girlfriend's purse won't help you win this duel_

Coco fired at Mercury, but Mercury backflipped towards her to avoid her attack before landing on her gun, kicking her face again and then vaulting himself over her shoulder just as Yatsuhashi was running at him only for her gun barrel to be shoved into Yatsuhashi's chest. She quickly transformed her weapon back into it's purse form and turned around to swing at Mercury, actually getting a hit off on him before he quickly recovered by kicking his feet off the ground and firing a shot that spun around in an unusual manner that the pair were easily able to deflect.

_The Bigger they are then the more that they bleed  
The Deeper the scars that won't heal_

Mercury was now breakdancing seemingly as shots fired from his feet that seemed to follow them as Coco and Yatsuhashi attempted to get close to him but had to deflect the shots before he finally redirected them all a the pair the shots slamming all around them and creating a fog.

_No one to blame it's the end of the game  
The humiliation is real  
_  
Mercury was now behind the pair as he then grabbed their arms and proceeded to kick them several times, switching up his feet and slamming them into each other before delivering a sharp kick onto Coco's head knocking her to the floor while Yatsuhashi was stumbling around, trying to get his bearings, just as Emerald who ducked out of the forest now made her approach.

Coco was about to transform her weapon back into it's mini gun form when a chain wrapped around her ankle and flung her away. Emerald shot a smirk to Mercury who nodded back to her as she then wrapped her weapon's chain around a tree branch and went after Coco.

"Coco!" Yatsuhashi called out in a panic as his team leader was lead away by the other enemy.

Mercury chuckled to himself and delivered another kick onto Yatsuhashi's face before he spun around, only to get caught by him as Yatsuhashi threw him straight into the geyser biome and jumped up and slammed his weapon down at Mercury, only for Mercury to stop the blade with his feet.

"Wow, how strong are his feet?!" Ruby remarked before all of the geysers erupted from the force of their collision.

_I'm the one,  
That was ripped from the earth and exposed to the sun,  
Overrun,  
By the hate and the beatings defiled by a father,  
_  
Mercury sprung himself up as Yatsuhashi backed away and now slashed at Mercury, who blocked his attacks before kicking Yatsuhashi's blade at the ground, causing him to stagger as he then breakdanced around some more, with Yatsuhashi barely being able to block the attacks while Mercury then slammed his foot into the ground and kicked a rock at Yatsuhashi, that knocked him away more and made him lower his guard as Mercury then planted one of his legs on Yatsuhashi's shoulder and then kicked upwards again, knocking him onto his back and onto a geyser that erupted shortly after he landed on it.

_I'm the one  
Who rose out of filth and was loved by no-one  
Delusion  
I'll steal til you're blind and defeat you from inside your mind_

Yatsuhashi was dazed and lost his bearings as Mercury now ran at him and delivered a jump kick that would be the last thing Yatsuhashi saw this match as his Aura shattered from the attack.

Coco had luckily managed to gain her bearings a bit while she was falling as her weapon finished transforming and she then fired a shot from Gianduja at the ground, to slow her descent, however it was at that moment when she slammed into a tree branch she didn't see was there at all, breaking her sunglasses, much to her annoyance.

"Alright, I take it back, I don't like you anymore." Coco grunted in anger as she looked around her for any signs of Emerald. She heard the sounds of rustling through the bushes around her as she heard the buzzer call out Yatsuhashi's elimination.

"Damn..." she cursed angrily as suddenly out of the corner of her eye Mercury flew right at her and she fired, only to hit nothing as Emerald, now standing behind her struck her with one of her sickles, Coco staggered forward as she then transformed her weapon into it's purse form and swung at her, only to find that she was gone again.

Coco now held her purse on her hip, ready to transform it the next time she saw Emerald, only she wouldn't see Emerald again as suddenly the chain of Emerald's weapon wrapped around her neck and Emerald landed behind her, holding her weapon with a smirk as Coco gasped for air and held the chains from her throat, thankfully keeping herself steady. Coco then raised a hand up yielding the match to Emerald as Emerald, loosened her weapon's chains and Coco dropped to the ground, gasping for breath.

"And with that, the crowd favorite Team CFVY is eliminated from the tournament, Team CMNE advances to the finals!" Professor Port exclaimed as Coco stumbled out to the middle of the arena, gasping for air where Yatsuhashi lay unconscious and she collapsed to her knees in front of the two.

"Maybe I'll give you a few fashion tips." Emerald mocked as she swung her weapon around while walking off with Mercury.

Coco just swore under her breath. "I really don't like her..."

Velvet and Fox rushed down to the aid of their teammates as Yatsuhashi woke up.

"Wow... That was a bit rough..." Ruby remarked sadly as she handed the popcorn back to Cinder.

"True, but remember young Ruby. This tournament is supposed to sort of serve as a simulation for what can happen out on the field. Now while we have tournament sanctioned rules, the fighters are encouraged to go for the win by whatever means necessary." she explained to Ruby.

"I guess that makes sense." she nodded. "Still Emerald didn't have to handle Coco so harshly..." Ruby frowned.

"I'll have a talk with her about what she did later." Cinder assured as she got up.

* * *

Weiss and Winter sat in the garden at a table drinking some coffee. "I apologize for not getting proper time to hang out with your teammates. My outburst back in the courtyard had some unforeseen consequences." Winter confessed.

"It's alright, Winter. I probably would have reacted similarly." Weiss admitted.

"I suppose certain things can't be controlled even with a military discipline." Winter let out a sigh as Weiss finished her drink. "Speaking of which, how are you doing training wise with your semblance?"

"Oh well, I've finally gotten glyphs down to the point where their inversion effect doesn't happen as frequently, I've all but mastered propulsion and gravity well glyphs..." Weiss started to list off.

"And summoning?"

"I... I haven't gotten that still." Weiss admitted, looking down.

"Well would you like to try practicing?" Winter asked. "I'd be more than happy to help you out."

"You would?!" Weiss seemed rather eager. "I- Um mean, yes! Of course!"

"Excellent." Winter stood up. "Let's start now. I'll start by showing you through example and then we'll take it step by step."

* * *

Ruby grit her teeth as she glared intently. "I'll never lose to you!" she proclaimed.

"I wouldn't be too sure, kiddo." Qrow chuckled, also with that same glare.

"YAH! TAKE THAT!" Ruby exclaimed before suddenly the character on her screen was KO'd by Qrow's character.

"Soaring Ninja Wins, Total Annihilation!"

Ruby pouted as Yang then shoved her out of the way. "My turn!" the blonde grinned as she took the controller into her hands.

"Would you kids like to hear a story?" Qrow asked.

"Would we ever!" Ruby leaned forward eagerly as him and Yang started their match up in the game.

"So there I was... In the slums of Mistral. I had to find information and my partner Shiro was nowhere to be found, so taking it to a local Inn I was readying to ask about it, when I saw it... A sight that made my knees weak, I fell to the ground utterly defeated. When I saw the Innkeeper's skirt length!" Qrow remarked as he won the match in the game and Yang angrily threw a pillow at him that he caught.

"You're the worst!" Yang grumbled crossing her arms

"Hey now, you know that's not true." Qrow chuckled.

"I'm a member of THE Team STRQ, the best team to have ever graduated Beacon." Qrow showed his nieces an old team photograph, his thumb was notably covering the other woman that wasn't Summer Rose that Yang stopped and stared at for a second before he put the picture away.

"You girls are starting to get into the Swing of things when it comes to this line of work." Qrow complimented.

"Heh, well I mean yeah, I mean didn't you hear about all we did this year?!" Ruby smirked confidently.

"We took down the White Fang, Roman Torchwick and crime's at an all time low!" Yang explained.

"Are you so sure?" Qrow asked. "I mean think of it this way... Crime's stopped all together."

"It has hasn't it? I've not heard of any incidents since the tournament's started." Yang mused.

"Precisely. Crime doesn't just stop like that unless something big happens. You cut off one head of the King Taijitu... But the other one's calling the shots now." Qrow explained. "It's what General Ironwood can't seem to get through that thick metal head of his." he took a swig from his flask.

"Yeah..." Yang looked down. "Is that why you got into a fight with Weiss's sister?"

Qrow let out a sigh at the mention of that. "Look, I was just very annoyed with Ironwood's methodology so I took it out on her."

"Well can you apologize to her?" Ruby asked. "She is my teammate's sister."

"Look, kid. When you get to my age you'll see that things aren't just as easy as a simple 'sorry'." Qrow made air quotes before he stood up. "I'll..." he took a deep breath as Ruby was still pouting. "I'll try and apologize or something. But you both should know you've got a long way to go before you're as skilled as I am. A week out there's about as good as one of your semesters in here. I'll be around, but mostly with Oz, so in case I never see you two again for the rest of this thing, good luck." he left the dorm room

Just as he walked out of the room the door knob fell of another student's room just as he turned it. Qrow, simply sped up his walking now.

* * *

"And our last match for today is a battle of beauties!" Professor Port proclaimed in excitement.

"Yes, this next match is a bout between Gwen Darcy and Dew Gayle of Team NDGO, against Pyrrha Nikos and Nora Valkyrie of Team JNPR!" Dr. Oobleck introduced as the four combatants all stood in the arena, ready to fight.

"Alright Pyrrha, let's show em' what Team JNPR's made of!" Nora grinned eagerly.

"Yes, let's." Pyrrha nodded as the two members of Team NDGO held their weapons ready to fight. The four arenas selected were Ocean, Mountain, Anti-Gravity and Savanna.

Nora immediately began the fight by charging forward and slamming her hammer down towards Dew, who leaped out of the way as the ground shattered from the force of Nora's attack before she landed on the beach and smirked, starting to conjure up some more dust cyclones.

Pyrrha was now busy deflecting knives thrown by Gwen Darcy with Akouo and Milo in it's sword form.

With a powerful gust of wind, Nora was flung high into the air and Pyrrha deflected a knife back straight at Gwen that she caught and threw back in Pyrrha's direction, only to be met with her shield as Pyrrha ran after Nora.

Dew followed after the pair into the Savanna where Pyrrha sneakily used her semblance to redirect Nora towards the ground more as she was going to be flung out of the arena from that attack.

She raised up her shield to block an attack from Dew who smirked and continued her attacks on Pyrrha, attempting to stab at her with her spear just as Nora was getting her bearings and climbed up onto a tree in the Savanna for a better vantage point trying to get a better look at where everyone was, but it seemed as though all of the combatants were hiding in the tall grass now.

Pyrrha was now cornered by Gwen and Dew as she had to block knives with Akouo and parry attacks with Milo.

"Holler if you need help Pyrrha!" Nora insisted as she was trying to keep up with where they were till suddenly Gwen was knocked out of the bushes by Pyrrha, with several of her knives flying in her direction as well to the sound of a buzzer, signaling that her aura was too low to advance now.

"Gwen Darcy is out!" Port called out.

Pyrrha kicked Dew into the Anti-Gravity part of the arena where Nora regrouped with her teammate and fired a shot out of her grenade launcher at Dew who was able to dodge it by jumping to a higher platform.

The pair of teammates rushed up after Dew while she kept throwing tornadoes out at them repelling Nora's grenades and Pyrrha's gunfire back at them. Pyrrha managed to finally reach Dew and transformed Milo into it's spear form clashing with her, spinning it around her head and firing out a shot that caused it to extend forward, causing Dew to stagger back as Nora jumped onto the platform as well, slamming her hammer down and causing the platform to start tilting.

"uh oh..." Nora slid down onto a lower platform with Dew and Pyrrha following after her. Pyrrha fired off more shots that Dew reflected with a spin of her spear while Nora swung her hammer at Dew, hitting her and knocking her through a wall in the urban part of the arena.

Pyrrha, keeping to herself leaped down with Nora following behind her at a slower pace.

"Hey Pyrrha, I got this." Nora assured as Pyrrha stopped and nodded.

Nora then ran forward, Dew only had about 20% aura left after that hit from Nora, one more hit would end the match.

Nora ran into the building but it was then when Dew was able to conjure up another dust tornado, this time stronger than before as Nora was completely lifted up again along with rubble from the surrounding area.

"Pyrrha!" Nora yelled out as Pyrrha then rushed forward and made her bid to attack Dew. "HELP ME!" Nora called out as Pyrrha once again zoned out this time from her teammate.

She was blindly focused on the fight. She threw her shield at Dew who blocked it before she then transformed her weapon into it's spear form and raised her arm up like she was about to slash as Dew then raised her weapon up in defense, just as Pyrrha then quickly transformed her weapon into it's sword form and slashed at where Dew wasn't guarding, bringing her aura down to 14%.

"And with that Dew Gayle is eliminated! Team JNPR wins!"

Pyrrha smiled and glanced over looking at the big screen noticing that Nora landed outside of the arena in the out of bounds zone.

She immediately ran over to where Nora was and offered her a hand. "I'm sorry!" she apologized before Nora shoved her.

"You should have helped me" she pouted.

"I..." Pyrrha looked down and away as Ren and Jaune walked over to congratulate them.

"You both did great." Ren nodded but then his expression soured when he saw that Nora looked a bit disappointed.

"What's wrong?" Jaune asked her.

"Are we a team? Or is she just doing all the work for us?" Nora asked.

"What do you mean? I've been able to hold my own way better in a fight as of recently!" Jaune brought up.

"Only because Pyrrha's been training you." Ren pointed out.

"Yeah. Come on, let's just let the invincible girl move on in the tournament." Nora huffed walking off.

"I'm... I'm sorry." she apologized again.

"Hey, don't take it too personally." Ren assured. "Nora bounces back pretty fast from stuff like this, you should know. Just focus on what's coming next in the tournament."

"Ren and I will talk to her and get her to come around." Jaune assured as he followed the pair.

* * *

"Remember Weiss, it's as I instructed. Set the glyph down and focus... Focus on the enemy you wish to summon and how overcoming them helped you to grow." Winter stated as Weiss was holding the glyph but stopped as she lost focus.

"I'm trying!" Weiss stomped her foot down.

"Then why aren't you coming up with any results?" Winter asked.

"I... I don't know." Weiss looked away.

"Is there something bothering you. Possibly father?" Winter teased.

"No, it's not that." Weiss shook her head vehemently.

"Oh? Then why haven't you been answering his calls? Surely if you're not bothered then you would just answer his call."

Weiss let out a sigh. "I just don't want to talk to him. I don't need him getting in my face every little thing I do."

"True that you don't need to interact with him. But you do need his money." Winter smirked.

"How do you know about that?!" Weiss was surprised.

"Lucky guess." Winter mused. "Hey may have done the same to me when I was your age."

"I... I tried to pay for lunch yesterday but my card was declined."

"How embarrassing."

"I know!" Weiss stomped her foot down.

"You could either keep ignoring him and struggle... Or maybe actually talk with him about why you decided to become a huntress..."

Weiss was now gritting her teeth as she created a glyph to try and summon.

Winter put a hand on her sister's shoulder as her aura shattered. "Your emotions can give you strength, but you must remember to not let them control you. Take my incident earlier as an example for what not to do. I'm afraid it's time for me to leave." she looked to her scroll.

"Thanks Winter, it was a pleasure seeing you." Weiss smiled to her sister before the two shared a hug.

"Likewise, sister." Winter hugged her a little tightly and glanced down at something out of the corner of her eye, a slight smile forming on her face before the two started away from the gardens. As the two walked away a small summoned sword dissipated into a snowy fog.

_Some believe in fairy stories,  
And the ghosts that they can see,  
I know that I could do so much,  
If I could just believe in me,  
Mirror Mirror,  
I'll tell you something,  
I think I might change it all..._

Weiss looked upwards into the night sky as Winter's ship flew off before she also declined another call from her father. She then walked back to her team's dorm room, smiling with hope.

* * *

**Commentary**: A new tournament match was added to this Chapter because I felt like it could have fit right into here. Apart from that, mostly the same events unfolded. To answer a question someone had for me in a previous chapter. Yes I am a fan of Celtic Phoenix. i took some inspirations from him here, following a similar but different route.


	5. Chapter 5: Never Miss a Beat

The tensions in the arena were high as Dove Bronzewing and Russel Thrush hid themselves behind a large boulder in the mountain biome with Dove firing off a couple of shots from his revolver at their opponents.

"What do we do man?!" Russel asked in a panic as Dove shrugged his shoulders and then stopped and stared at the several swords that stabbed right into the rock they were hiding behind.

Across the arena stood Penny Polendina with her partner Ciel Soleil who stood beside her doing nothing for the most part as Penny then lifted the boulder off the ground with her swords.

The two members of team CRDL were now running away again for more cover, but they wouldn't find it before Penny threw the boulder at them and it brought both of their auras to the weaker threshold. "And with that Team CRDL is eliminated from the tournament!" Dr. Oobleck called out.

Penny bowed and smiled as the match was finished.

* * *

Back in the locker rooms of the arena Ruby eagerly ran over to Penny. "Penny that was great!"

Penny froze for a second when she heard Ruby's voice and her eyes went wide. "SALUTATIONS!" she tackled Ruby to the ground and Ruby groaned in pain before Penny got off of her and the two stood back up.

"H-Hey..." Ruby held her side as Ciel cleared her throat loudly.

"Can we please have a couple of minutes to talk?" she asked.

"Ruby Rose." Ciel looked her up and down. "I believe I was given strict orders to not permit you any interactions with Penny."

"Please, she's my friend! I promise we won't go far away I'll be in your line of sight the entire time!" Penny saluted.

"Fine. You have 5 minutes." Ciel stated. "Starting now."

"She's a stickler for time, huh?" Ruby crossed her arms.

"Oh yeah. She's like Weiss if Weiss had to spend time with you." Penny explained.

"So exactly like Weiss." Ruby deadpanned.

"Yes." Penny nodded.

"So does she know about um..." Ruby started to do the robot dance a bit. "Beep boop, does not compute."

"Oh no! My father doesn't want anyone to know!" Penny shook her head. "I did have a close call yesterday with her and also with your friends after a magnet attached itself to my arm...

* * *

"So then I said- Hey Penny what're you hiding your hands for?" Sun asked her.

"Oh it's um.. Nothing! I'm just feeling a little cold is all." she hiccuped loudly before Sun continued his story.

* * *

Ruby and Penny both shared a chuckle. "That sounds so like you Penny!"

Penny then glanced from side to side before looking back over to Ruby and leaning closer. "I'm thinking I want to stay at Beacon."

"P-Penny how?! You know they'd never let you do that!" Ruby argued as Penny loudly hushed her and she quieted down. "R-Right."

"I have a plan. I just need to wait till after the tournament." Penny nodded as Ciel pointed to her watch when Penny glanced over. "Oh it seems I have to go. Good luck to your team in the tournament!" she called out as she walked off.

Ruby let out a sigh and glanced over to The members of team CRDL all looking rather angry with each other and frowning. "Everyone's been getting so mad with each other. Are tournaments always like this?" she wondered aloud as Cinder walked over to her from around the corner.

"Oh hey Cinder." Ruby greeted her with a smile.

"Hello." she leaned on a locker. "I don't mean to interject so suddenly but I thought I'd just tell you that some students take this tournament very seriously."

"Y-Yeah." Ruby nodded. "Like Pyrrha."

"She's normally involved in these types of tournaments." Cinder reasoned. "Tensions can easily escalate in these kinds of things, such as if the fighters have history with each other or perhaps the teams don't work as perfectly together as they should be. Or sometimes the athletes fighting can take things a little too far..."

Just as Cinder said that Weiss and Yang were selected for the next fight and Ruby glanced over. "Oh! That's my team!"

Their opponents were a pair of students from Atlas Academy, two members of team FNKI, Flynt Coal and Neon Katt.

"Tell your teammates I said good luck, Ruby." Cinder smiled as Ruby quickly rushed off to the stands.

The two members of team FNKI were starting to gear up in the locker room so Cinder left into a maintenance hallway where Emerald and Mercury were waiting.

"So how's this match going to go?" Mercury asked curiously.

"Weiss Schnee will tragically get defeated by the boy from the company her father's put out of business and Yang Xiao Long will lose her temper to the point of overexerting her aura." Cinder chuckled.

"Sounds like a fun match." Emerald laughed as the trio walked out to the stands to go and watch. "Say where's Neo?"

"Well I promised her visitation rights to her boss." Cinder stated as she pushed open the door. "Which this trip is relaying his part of the plan to him now."

* * *

Back on the Atlesian Flagship that Roman was being held in the door to his cell opened and the solider that opened it walked in and took her helmet off revealing Neo as she smiled to Roman.

"Hey there, Neo." Roman smiled to her as she held out a scroll in front of her that Roman took from her hand and began to read over. "Huh... Well I guess we're going to have plenty of fun soon." he chuckled Neo silently laughed to herself, which was awkward considering how she couldn't make a single sound.

Neo then took the scroll in her hand and typed something.

"They want an interrogation now?!" Roman glanced up to Neo.

Neo deviously grinned and cracked her knuckles as she slipped her helmet back on.

"Don't make it hurt as much this time please."

"OUCH! I said don't!"

* * *

Back in Amity arena Weiss and Yang stood in the middle of the arena, waiting for their opponents.

"So Weiss our opponents are from Atlas, you're experienced there. Maybe you can tell me what we can expect." Yang reasoned.

"I'd say expect strict and smart militant fighters, who are strategical thinkers and-" before Weiss could even finish a rainbow zoomed past her and Neon Katt and Flynt Coal were standing right before them. "Or whatever they are."

"You're Weiss Schnee, right?" Flynt asked.

"Why yes I am." Weiss smiled and bowed.

"The heiress. I hear your father owns the biggest dust company in all of Atlas." Flynt began.

"Yeah, he does." Weiss nodded in agreement.

"My father used to own a little dust shop of his own too... Till your father's company ran him out of business." he glared at Weiss, lowering his sunglasses so she could see the anger in his eyes.

"I-I'm sorry to hear that." Weiss shrank back down.

"Hey, why don't we just-" Yang tried to calm the situation.

"Hey why don't we just-" Neon interjected.

"Um what?!" Yang was confused now.

"That's what you sound like." Neon mocked, pointing at Yang. "I like your hair extensions! Where'd you get them?"

"They're not extensions. This is my natural hair." Yang stated as she held hair before letting it go again.

"Sure they are." Neon rolled her eyes as Yang grit her teeth in anger which just made her smirk. "We should go rollerblading some time!" Neon suggested with a laugh as she moved herself around. "Although you might be a little too... Top heavy..." she remarked, gesturing to her chest.

Yang looked down before glancing up. "WHAT'D YOU SAY?!"

"Oh no..." Ruby lamented in the stands while Blake covered her mouth in a gasp.

The four biomes were selected, lava, urban, geyser and Desert.

"3...2...1... BEGIN!" Port called out as the match started.

Flynt immediately blew on his trumpet, knocking Yang away from Weiss and into the urban part of the arena, while Weiss held her ground with a gravity well glyph, starting to move forward, when Flynt stopped using his weapon, resulting in Weiss not being able to control her speed before he kicked her in the side as she ran past him, knocking her through a shard of fire dust in the lava area of the arena.

_We're all born with a dream,  
We wanna make come true,_

Yang fired shots off at Neon as she skated away from her in the urban section of the arena. Neon blew a raspberry in Yang's direction as she grit her teeth in frustration while firing more shots off at her.

_The Best will climb to the top like me,  
The rest will end up like you,_

Yang was growing increasingly more frustrated as Neon kept dodging all the shots she was firing out at her.

"Never Miss a beat! Never Miss a beat!" Neon chanted as she rolled and flipped to dodge Yang's attacks before grinding on some rails going downwards, easily avoiding more shots Yang was firing at her before she was finally at ground level again with her increased momentum and sped towards Yang twirling a pair of nun-chucks in her hand.

_I bet it's hard to live with,  
knowing that you'll never be this fine,  
Don't be distraught,  
Don't be sad,  
You gave it your best try!_

Neon sped through Yang striking her with each pass before finally she stood across the arena in the center and cracked her nun-chucks like a pair of glow sticks, turning them light blue before rushing at Yang again and this time hitting her and freezing her leg.

_Listen girlfriend can't you see  
I'm all of the things that you'll never be_

"Now you're bottom heavy too!" Neon taunted while skating around the blonde as Yang slammed her leg into the ground shattering the ice it was encased in. She sped around Yang again and this time froze one of her arms.  
_  
I'm cool like the rain and I'm hot like the sun,  
I'm a Neon rainbow and you're no fun!_

Neon skated across the arena, maneuvering through the urban biome before finally launching herself forward with a rainbow behind her as she then jumped up and kicked Yang in the chest, slamming her into a wall that cracked before she shattered it with a punch that also got rid of the ice on her arm.

"You should cool off! Get it? Because you're angry." Neon taunted more.

On the other side of the Arena Weiss stood off against Flynt. She made several glyphs appear behind her before launching a barrage of icicles at him.

Flynt looked around and saw a plume of lava erupt in front of him and immediately jumped down, sliding on his knees then blew on his trumpet, redirecting it towards Weiss's attack.

"Too bad all that money can't buy you skill." Flynt chuckled as he twirled his trumpet around.

Weiss knew she couldn't get close to him, at least not from up front so she activated the wind dust in her weapon and blew out a tornado in his direction that he countered with his trumpet. He was starting to overpower her when Weiss created several glyphs that surrounded them and immediately rushed into them, now speeding around Flynt like a blur being propelled from one into the next. She created a glyph under his feet that launched him into the air before firing out more icicles at him.

Flynt was able to quickly reorient himself in the air and blow on his trumpet again, this time creating four doubles of himself that stood behind him blowing on their trumpets in every direction around him before they slowly started to turn and face one direction as soon as they landed and Weiss found herself caught in the center of the vortex and blown across the arena into the desert biome.

"Damn! How potent is that semblance of is?!" Alix remarked.

"Ah yes, Flynt Coal has activated his semblance! Ladies and Gentlemen, feast your eyes on, Flynt Coal's Killer Quartet!" Dr. Oobleck introduced as the four copies of Flynt all went back into him.

The scoreboard clearly showed Team FNKI ahead of team RWBY in terms of aura levels, with Neon's being 89%, Flynt's being 65%, Yang's being 65% and Weiss's aura being at a low 40%.

Flynt casually looked down at Myrtenaster that was at his feet and chuckled before stomping his foot down on it, and waiting.

Neon jumped over a ramp and landed in the center of the arena again with Yang following in pursuit of her, Yang's eyes now burning red.

"Oooh flashy eyes! You know you're actually kinda cute when you're angry!~" Neon mockingly complimented.

"SHUT UP SHUT UP SHUT UP!" Yang yelled as she launched herself forward in pursuit of Neon.

Flynt held his foot down on Myrtenaster, looking to Weiss who had just stumbled back over to the lava area of the arena, clutching her side

"GET BACK HERE!" Yang yelled as Neon kept circling her.

"I wasn't saying you should go on a diet, I was saying you REALLY NEED to go on a diet!" Neon snickered.

"THAT'S IT!" Yang yelled.

"You're fat!" Neon shrugged her shoulders as Yang kept firing shots off that missed.

Flynt saw an easy opening and couldn't help himself, he turned his attention to Yang just as Neon moved away to avoid Flynt's attack.

Weiss, still holding her side gasped and tackled Flynt to the ground just as the lava plume he was planning on shooting at Yang fired up. the pair fell right into it, Weiss's Aura shattering immediately as the plume launched her backwards.

"Oh and with that Weiss is eliminated from the tournament!" Dr. Oobleck called out.

"Weiss!" Yang's eyes turned their normal lilac before she glanced to the score board where Flynt appeared to have 25% of his aura left now, still not eliminated.

"You did it Flynt!" Neon cheered as he approached Yang now. "Don't worry about fat, blonde and fake over there, she's easy. But kind of annoying." she added as Yang grit her teeth, her eyes slowly turning back from lilac to red.

"Oh and it appears Yang's angry! And you wouldn't like her when she's... Ugh... Did she really write this up for me to say?" Port furrowed his eyebrows.

"Yangry!" Dr. Oobleck finished as Yang let out a yell, stomping her foot down as her hair also lit up and more lava on the lava area of the arena erupted out, the tiled floor in the center of the arena also shattered under her feet as Flynt glanced over to Neon before Yang fired shots off at them, the shots shattering the floor in the arena around them, Neon barely being able to dodge and Flynt side stepping away from.

"Neon go!" Flynt called out for her as he boosted her forward by playing his trumpet and launching Yang backwards. Yang regained herself quickly by firing shots off behind her and now finally within punching range Yang began throwing attacks out at Neon who was easily able to duck and dodge them before Yang was blown further back and went back to shooting at Neon, one shot creating a ramp in front of her that launched her into the rocky terrain of the geyser biome as Yang also fired a shot out that caused the ground around Flynt to crumble and make him stumble around and lose focus on his attack.

Yang then launched herself at Flynt with Flynt focusing his attack on her again as Yang kept boosting herself forward with attacks before finally jamming her fist into Flynt's trumpet inverting his attack and launching him right into the desert area of the arena harshly, his aura dropping to 14% now.

"Ooh! Sour note for Flynt!" Port exclaimed as Yang then glanced over to Neon who was stumbling about in the geyser biome.

"Never Miss a beat! Never Miss a beat!" she kept chanting while keeping her balance. "Never miss a-" she tripped. "Beat-" she now fell and rolled, stumbling onto her face before a large geyser launched her up into the air screaming.

Yang smirked and fired a single shot off at Neon, knocking the faunus girl out of the air and out of the arena.

"And with that Team RWBY wins!" Professor Port proclaimed.

Yang took a deep breath before she ran over to where Weiss was, Blake and Ruby quickly making their way out to the arena as well now.

"Weiss are you okay?!" Ruby panicked.

"I-I don't think. I don't think I'll be singing for a while." the heiress confessed coughing up some smoke.

"WHAT?! WE LOST?! TEAM FNKI LOST?!" Neon was panicking as Team RWBY looked over to her now. "That was... That was... AMAZING!" Neon laughed as she jumped up.

"That was a pretty gutsy move Schnee." Flynt complimented while offering his hand to her to help her stand up. "I can dig it. You guys are all welcome to party with us anytime." Flynt nodded.

* * *

"Well that didn't go as planned." Mercury remarked.

"No... It didn't." Cinder grit her teeth in frustration as she paced around the dorm room. "That match was supposed to end in a very specific way. With Yang Xiao Long lashing out after losing her temper upon a defeat. It was supposed to be just that extra push to bring our plan closer and we would go through with it tomorrow."

"Well what do we do now?" Emerald asked before pulling up something on her scroll. Huh... Hey Cinder, look at this." she showed her scroll.

"What's this now?" Cinder asked, glancing it over as her eyes went wide. "Emerald, I think you found something that could be quite useful for our big match up! Something that'll make it one that the people of this world won't soon forget." she chuckled.

"What about Yang though?" Mercury asked.

"Well, considering how we have this new information in our hands. I think it's important that we keep tensions escalated highly." Cinder affirmed, having regained her own composure fully now.

"Meaning?"

"I think it's time we give Miss Xiao Long a fight she's longed for." Cinder glanced down at Mercury with a smile that he returned. "We don't need to rush this next part of the plan anyways. It's better if we let their emotions fester more. Let them drown before we finally pull the rug out from under them."

* * *

Professor Ozpin took a deep breath as he leaned back at his desk looking to Qrow.

"Are you sure about this choice Oz?" Qrow asked.

"Yes, if there's anyone I'm sure is capable of this, it's her." Ozpin affirmed. "Maidens normally choose themselves, but in such a delicate time, we have to choose who our maiden is." he was watching the elevator camera now. "I think of all the possible candidates we have. She is the most ready to make this decision."

The elevator door finally opened, and into the elevator stepped Pyrrha Nikos.

* * *

**Commentary**: So a big difference here, apart from the Fight with Flynt and Neon being less confusing than it was in the show is that Yang winning that match for Team RWBY went against Cinder's plan. Yang was supposed to have a meltdown there and go overboard. But that didn't happen. Time for some last second adjustments to be made. Added a Roman and Neo scene here as well because we never can get enough of those two.


	6. Chapter 6: Fall

Pyrrha stepped out of the elevator and sat at Ozpin's desk across from him. "Professor Ozpin?" she asked. "Why'd you call me up here? I'm not in trouble am I? I know my conduct at the tournament recently has been a little off but-"

"It's alright Miss Nikos. You're not in trouble for anything and your conduct at the tournament has been fine." Professor Ozpin assured as Pyrrha nodded.

"Why am I here then?" she asked, glancing over to Qrow. "Who might you be?"

"This here is Qrow Branwen, he's an old colleague of mine. I hope you don't mind him here." Ozpin stated.

"N-Not at all..." Pyrrha assured.

"We believe you're destined for great things, Miss Nikos." Qrow chuckled. "Especially seeing how you outperformed your teammates in the tournament."

"I... I didn't though, we worked as a unit." Pyrrha reasoned.

"No need to be humble kid, we know you were the one carrying your team out there." he chuckled as Pyrrha narrowed her eyes in anger before Professor Ozpin spoke up.

"Tell me... What's your favorite fairy tale?" Professor Ozpin began.

"I'm sorry?"

"Fairy tales, legends, folk tales... Made up stories that people pass down from generation to generation." Ozpin insisted.

"Well... There's the story of the girl in the tower and the tale of two brothers." Pyrrha crossed her arms.

"How about the tale of the seasons?" Ozpin smiled.

"Oh that one's my mother's favorite." Pyrrha returned the smile. "Four sisters, Spring, Summer, Fall and Winter help convince an old hermit to come out of his home and by doing so he grants them incredible powers to keep helping people. It's a favorite of mine too." she admitted.

"Would you believe me if I told you that one's been around since I was a boy." Professor Ozpin chuckled.

"You're not THAT old." Pyrrha shook her head in disbelief.

"Maybe not, but what I can tell you is that it's a true story." Ozpin took a sip from his mug, for once finishing the drink.

"I'm sorry what? I-Is this some kind of joke?" she asked, looking over at Qrow.

"I'm serious. The maidens were real and their powers as well." Ozpin stated in a matter-of-fact tone.

"Powers like in a semblance or dust?" Pyrrha asked.

"No, I'm talking of Magic." Ozpin told her. "Powers that aren't like dust or a semblance. Power that can be used without the limitations our bodies have on our normal powers. Powers that can be used without the limitations of dust."

"That's preposterous..." Pyrrha shook her head.

"Trust me kid, I reacted the same way too." Qrow chuckled, taking a swig from his flask as the elevator door opened and Glynda Goodwitch and General Ironwood entered the office.

"Professor Goodwitch? G-General Ironwood?" Pyrrha was certainly surprised to see them walk up here.

"He's not lying to you Miss Nikos. We have no reason to lie as we are in a fairly dire time." General Ironwood explained while Glynda held the elevator door open for everyone to go in.

As they were all in the elevator Ozpin spoke up. "We believe you might be the next in line to inherit the Fall Maiden's power." he explained.

"R-Really?" Pyrrha looked over to Glynda in disbelief.

"This is a lot of information to take in, I know. But just know we're still the same professors and teachers you know." Glynda assured her.

"We just have a little part time job protectin' the world from the real big threats that would drive hysteria up if everyone knew about them." Qrow explained with a chuckle.

"S-So how do the maiden powers work?" she asked.

"The power of the maidens transfers from host to host upon the death of the previous host." Ironwood explained. "But there are some very specific rules."

"Specific and convoluted rules." Qrow rolled his eyes.

"First the host must be a woman no older than 30 years of age... So unfortunately Professor Goodwitch is out of this category." Qrow chuckled while Glynda rolled her eyes.

"Second is that the person must be in the previous maiden's thoughts as they die." Ironwood added.

"And if the person isn't a woman or suitable?" Pyrrha asked.

"Our jobs get a lot harder." Qrow rolled his eyes.

"I see... Where are we going anyway?"

"The vault... Under the school." Ozpin affirmed as the door opened and the lights in this large room lit up, the group starting down this hall.

"Why tell me all of this?" Pyrrha asked, stopping as the group stopped as well.

"The current fall maiden, Amber was attacked, and for the first time in recorded history there has been a split in the maiden's powers." General Ironwood explained. "We're keeping her in a stable condition down here." he continued walking forward with everyone now following behind her. "But it's unlikely she'll survive much longer."

"S-So why do you think I'll get her powers next?" Pyrrha asked.

"She won't be the one who gives you her powers." Ironwood explained. "The truth be told there's likely no way of knowing who her powers could go to."

"If her powers go to someone random, things will get harder, but that's VERY unlikely as there was a specific person in her thoughts last before she fell into a coma." Qrow stated.

"Her assailant..." Pyrrha looked down. "Is that why you don't tell anyone of the maidens?" she asked as they had finally reached the end of the hall where there were two pods, one of which had an unconscious girl that looked horribly scarred.

"What do you mean?" Ozpin leaned against his cane.

"I mean, why you don't tell the general populace about these maidens because of people hungry for power like... No doubt Amber's assailant." Pyrrha looked towards the comatose girl in the pod.

"I told you she was smart." Qrow chuckled. "Yes, that's precisely why this story is strictly a fairy tale."

"So how can you guarantee me the powers?" Pyrrha asked.

"We can't... But we can at least try to give you what it's attached to." Ironwood began.

"What it's attached to? You mean... Her aura?" Pyrrha was shocked. "I-Is that even ethically right?"

"It's something I'm not proud of either. But we've had our finest Atlesian scientists working on this machine for this type of situation where we need to transfer the power fast." Ironwood explained. "Desperate times call for Desperate measures Miss Nikos. We need to know if you're in or not."

"I..." Pyrrha wasn't so sure how she'd answer this.

"Pyrrha Nikos. We're willing to give you the time to decide, but it must come before the end of the Vytal Festival." Ozpin explained.

"Due to the unpredictable nature of this situation, and the fact that we believe her assailant is walking the academy grounds searching for her. You must make up your mind quickly." Glynda explained.

"The power might seek out it's other half, or worse yet, her thoughts of her assailant will give them to her." Qrow explained.

"I see..." Pyrrha looked down, now feeling as if the weight of the world was just thrust upon her shoulders.

"I know this is heavy. So please, just... Think this through. Think about if this is what you truly want." Ozpin stated, putting a hand on her shoulder. Pyrrha put her hand over Amber's pod and looked to the girl.

"Yes. I'll do it." she affirmed.

"T-That fast?" even Ironwood was surprised by this.

"Don't be too hasty with your decision." Glynda stated. "You need to think about if this is what you want. There might be unforeseen consequences to accepting this power and the method of how you're getting it. It could very well destroy who you are as a person."

"I thought... I thought that's what you wanted to hear." Pyrrha admitted.

"Please, we're asking you to take the time to think about this." Ozpin insisted now. "We will take your answer by the tournament's end. Now then, I believe you have finals to prepare for." Ozpin started leading her back out as she glanced over to Amber's pod again.

* * *

"And here we are! With the ONE ON ONE FINALS!" Professor Port exclaimed at the top of his lungs.

"Here we will test our final competitors to see who will take home the championship prizes and which Kingdom will host the Festival next! The rules follow the same exact rules as all the other rounds. The major difference this time however is that there will be no biomes for the competitors to hide in. All fights happen on the main central ring with the whole world watching!" Dr. Oobleck explained. "Now without further ado let us begin our random selection process!"

Ruby grinned eagerly bouncing in her seat while Cinder chuckled a little bit.

"Yang Xiao Long of Beacon and Mercury Black of Haven!" Port announced.

"YEAH! Break a leg sis!" Ruby called out.

Cinder glanced over at Emerald, who chuckled a little at this remark herself before Cinder focused her attention back on the match..

The arena cleared out of every other competitor who had walked up on stage for the finals introduction. Penny seemed as elated as always while Pyrrha held a troubled look on her face.

Yang stretched herself as Mercury stood across from her. "You better not go easy on me." Yang laughed.

"Heh, you wish." Mercury did a couple of leg stretches.

"You can do this!" Alix yelled out to Yang.

"I mean none of us exactly fared any better." Erika remarked.

"But this is Yang we're talking about here, if anyone can do this, it's her." Alix argued.

"Take home this win for Team CFVY, Yang!" Coco called out.

Yang shot a thumbs up at all her friends in the stands before the match was finally about to start.

"3...2...1... BEGIN!" Port called out as Yang threw out a punch that collided with a spin kick Mercury threw out. The force of their collision erupted through the arena as the two backed away from each other.

Mercury ran forward and threw a kick out in Yang's direction that she jumped over and attempted to counter with a shot out of her weapon, but Mercury avoided it by spinning to the side of it and then deflected Yang's punches with his hands before the last punch hit him at hte same time a kick hit Yang, again forcing him to back away from her.

Mercury backflipped higher into the air with a shot from his weapon and landed calmly on his feet before she fired shots off at him that shattered the tiles of the floor beneath him while he merely jumped away again, using shots from his weapon to keep him off of the ground before finally firing one last shot at the ground that launched him into the air where he would attempt to hit Yang with a drop kick that Yang blocked with both of her arms.

Yang attempted to kick him before he could land but missed as he then ducked the next shot she fired from her weapon and he then performed a backflip, kicking Yang in the face and sending her flying now.

Yang quickly regained her balance and propelled herself forward with her weapon and then started attacking Mercury with more punches that he blocked with his arms and then kicked the back of Yang's knee, bringing her down on one leg as he then delivered a drop kick again, that she rolled out of the way of, this kick shattering the ground beneath him as he flipped around and kicked a tile at Yang that she easily blocked with one of her gauntlets.

Yang continued her own momentum with a slam punch to the ground that Mercury spun himself around to avoid and he delivered a couple of more kicks out onto her. He then attempted another drop kick that Yang avoided that shattered more of the tiled floor in the arena.

Yang threw a kick out at Mercury that he dodged and countered with a kick that she dodged, he then was able to get a kick off on her arms that made her lower her guard slightly while staggering back as he spun around and picked himself up and attempted to counter Yang, only to elbowed in the gut by Yang with Yang slamming both her fists into his chest along with a shot, knocking him off his feet and launching him backwards.

More shots fired out in Mercury's direction that he backflipped away from, however the last shot hit the ground beneath his feet and caused him to trip and fall out of the arena. However, Mercury simply fired a shot out of his boots that launched him back into the arena, preventing his elimination from the tournament.

Mercury landed and immediately rushed at Yang with a flurry of kicks she was having increased trouble keeping up with, delivering one last kick that pushed Yang several feet back from him while he fired out another curved shot from his weapon.

Mercury started breakdancing again, like he did during his fight with Coco and Yatsuhashi. Yang tried to rush through but found herself knocked back by a shot that hit her from the shots that were spinning around Mercury as he then rushed forward and kicked her up into the air, breaking through the blonde's guard.

He then followed her into the air and drop kicked her into the ground with all of his wind dust shots falling down in her direction.

Mercury then chuckled to himself walking off and brushing his shoulder off.

However it was at that moment a fire erupted around him that he turned to face with a smile. Yang blocked the next kick he attempted to counter with and yelled as she started hitting him with a flurry of punches.

"**ORA ORA ORA ORA ORA ORA ORA ORA ORA ORA ORA ORA ORA ORA ORA ORA ORA ORA ORAAAAAAA**!" Yang yelled as the last punch that made contact with him shattered his aura before he flew back several feet to the opposite end of the arena.

"WHAT A WAY TO KICK OFF THE FINALS!" Professor Port yelled. "YANG XIAO LONG WINS!"

Looking at the score boards Yang would see how close their auras were. Mercury's was at 0% while her's was at 16%

"You did it sis!" Ruby proclaimed as her and the rest of the team walked onto stage to congratulate her.

"Better luck next time. I guess I really need to watch my own strength." Yang smiled over to Mercury, offering her hand to him.

"There's not gonna be a next time blondie..." he stated with an odd echo in his voice.

"Huh?" Yang was confused as Mercury sprang up and attempted to throw a kick out at her that she blocked and countered with a punch to his other leg that knocked him to the ground, completely inverting his leg by the knee and making his ankle twist as he fell onto his back and gripped his leg now.

Everyone was aghast in the arena as some of the nearby Grimm seemed to really take note of these high emotions and turn their attention towards Vale, even the normally passive Goliaths...

The audience were booing and more specifically giving Yang a thumbs down.

Alix looked at either side of him and was surprised at the fact that Ember and Cyrus were acting disappointed with his friend's actions. He grit his teeth and stormed off from them.

"CUT THE CAMERAS!" Dr. Oobleck called out as the feed cut off.

"That's what you get for-" Yang was suddenly surrounded by Atlesian Knights that all trained their weapons on her along with a couple of soldiers.

"Yang Xiao Long, stand down!" one soldier proclaimed.

Team RWBY immediately were pushed back from Yang with Ruby arguing with the soldier that pushed her back, however Blake and Weiss both kept her back as Yang looked over to Mercury in shock.

"Why'd she do that?! Why'd she attack me?!" he cried out in pain as Emerald and Cinder ran over, glaring angrily at Yang and the rest of team RWBY.

"But... I saw..." before Yang could even defend herself she was cuffed and now looked sadly in Ruby's direction. Ruby reached out for her sister as the soldiers and Atlesian Knights were leading her away in cuffs.

* * *

**Commentary**: So this chapter was mostly the same. A few different choices were made. Like for instance we don't see a replay of the horrendous act that Yang just committed. i felt like this made sense because why would they replay the footage of what just happened? They would want to NOT replay it. So yang's just left confused more than anything.


	7. Chapter 7: Beginning of the end

"I want to be strong. I want to be feared. I want to be... Powerful. You're telling me you can give me that." the voice of Cinder chuckled slightly. "I'm listening..."

* * *

A jeweler smiled as he handed one of his most precious pieces, a necklace to a rather well dressed girl that was in his shop. "Of course, for this lovely lady to try on..."

However it was at that point a loud sneeze was heard as Emerald dropped the illusion and the jeweler had a look at her. "You again! You no good thief!" he yelled as he pressed the button for security.

Emerald immediately ran out the door and down the street, turning towards an alleyway, bumping past a woman as she now found herself cornered. She looked around for a hiding spot when around the corner stepped the woman she bumped into, it was Cinder Fall. "Well Well, what do we have here? A no good thief." she chuckled as Emerald reached for her weapons.

Cinder stood her ground, not even reaching for her sheathed blades. "Now now, I'm not here to cause you anymore trouble than you've gotten yourself into." she assured as she stepped forward. "I just want to make an offer to you."

Emerald grit her teeth now clutching her weapon's tightly. "Why would I want to listen to you?" Emerald asked in an angry whisper.

"I've been in your position before believe me. It's horrible when you're alone." Cinder looked down. "If you come with me I can promise you a place to belong. I can promise food, shelter and the ability to get back at this crummy world for what it's done to you." Cinder opened her palm to reveal the necklace in her hand that Emerald only now realized was missing from her person.

"Well?" Cinder asked, holding the hand out towards Emerald.

Emerald's eyes narrowed before looking down as she lowered her guard, feeling swayed now and walking over towards Cinder.

* * *

"Oh... I-Is that safe?!" Emerald's voice asked.

"It's a tool for us to use, don't fear it." Cinder assured.

"B-But what is it?" she asked with a clear fearful tone.

"Fear." Cinder simply responded.

* * *

Cinder and Emerald were walking through a forest path following a plume of smoke that erupted from the forest not even hours ago.

"So who are we looking for again?" Emerald asked.

"Marcus Black, infamous assassin. He'll make a fine addition to our little team that we're forming." Cinder explained as they came upon the now burning home of Marcus Black and only saw a boy with similar features to the man standing over his corpse.

"We're looking for Marcus Black." Cinder stated.

The boy spat out some blood, his legs were clearly bandaged up and covered in blood." You want him? He's right there." he pointed to the corpse of the man.

"I see... And you might be?"

"Mercury. Mercury Black." he stated as he was still clearly shaken by the fight.

"Tell me, Mercury, are you anything like your father." Cinder chuckled.

"Well..." the male glanced back over to his father. "I'm not dead." he shrugged his shoulders.

"I like you, Mercury. How about you come with us." Cinder smiled to him.

* * *

"So are you sure this is a good idea?" Emerald asked before she was smacked by Cinder.

"Do not question me, the sooner you know your place, the better, girl." Cinder raised her voice at Emerald.

"Y-Yes Ma'am..." Emerald folded in agreement.

"Still though, this seems like a sure fire way to get killed." Mercury remarked.

"Just trust me on this."

* * *

In the forests of Forever Fall was an encampment of White Fang members and in the tent of the commander, sat Cinder, Emerald and Mercury, on their knees with two members of the White Fang trailing guns on the trio.

"So tell me, why shouldn't I have my men gun you down right here?" Adam glared down at the three from behind his mask.

"I'm here to make you an offer." Cinder stated.

"If it's with a human than I'm not taking it." Adam refuted.

"Oh but I can assure you, Mr. Taurus. This would be very beneficial to both of our causes. It would involve the destruction of one of the Huntsmen academies and with it, the destruction of one of your major problems here." Cinder explained.

"Why would I trust humans with anything?!" Adam grit his teeth. "I'll permit you to leave, but if any of my men ever see you again, they will gun you down on sight."

"And here I was told you only craved the deaths of humans." Cinder scoffed as she got up and left the tent with Emerald and Mercury.

Blake then stepped out from the back of the tent holding a tray with food and tea. "Who were our guests, Adam? I was about to offer them some food."

"Just some no good humans that were trying to bite off more than they can chew." Adam scoffed before his expression softened a bit and he put his hand on her shoulder. "We'll enjoy our food and then prepare for our heist. The train arrives at dawn tomorrow."

"Right..." Blake looked down as she started to set the table for dining.

* * *

"We'll return when we have a means of convincing him. I'm sure our next excursion will give us that means." Cinder chuckled. "Remember the plan and stick to it."

"Yes." Emerald and Mercury responded obediently.

* * *

A hooded woman was riding a horse. She was also reading her scroll as various messages from a Q seemed to come over, a couple with jokes that made her chuckle a little as she looked back over to a tree that a crow sat perched atop from the distance and she smiled before suddenly she spotted something odd in the middle of the road. It was a crying girl.

The woman frowned and got off of her horse before reaching into her pouch and pulling an apple out. She offered it to the girl with a smile before she saw the dirt behind the girl shift slightly and she backed away, only to get shot by Emerald's revolvers as Emerald dropped the illusion.

Mercury then leaped forward and kicked her only to be blocked by a staff she pulled out.

Suddenly out of nowhere Qrow seemed to have leaped into the scene, with Emerald quickly activating her semblance to hide his and her faces from Qrow as Mercury then kicked him into the nearby forest as Amber spun her staff around the dust crystal in it activating and blowing a wave of flame Emerald and Mercury's direction that forced the two back. She then moved to continue attacking when suddenly three arrows landed at her feet, the tips seemed to be superheated as they exploded before she could continue fighting, shattering her staff and her aura.

Emerald and Mercury quickly approached her and held her up as Cinder slipped a glove onto her arm that a Grimm bug protruded out of.

"N-No... Please don't!" Amber tried to plead but to no avail as the Grimm attached itself to her face and started to drain her maiden powers out of her body now, a strange tattoo forming on Cinder's back now.

Qrow, having recovered quickly rushed out of the brushes and sliced through the connection, severing it as he then swung at the trio with his sword, their faces again obscured because of Emerald's semblance as Amber then with one last ounce of her energy, conjured a gust of wind that kicked up maple leaves off the ground and blew the Trio away from her and Qrow before she finally lost consciousness.

Qrow then looked to her before he started to flee the scene with her.

* * *

"Yes... The connection was severed. It doesn't hurt though. It feels like a hunger..." Cinder admitted. "Yes, I like it. I need... More."

* * *

Adam flung the table in the center of his tent in a rage as the Lieutenant tried to placate him. "Sir, I can promise you we'll find Blake!"

"No... No... L-Leave her be... I'll decide a suitable punishment for her when I find her on my own." Adam stated as he heard the sound of fighting now outside his tent. Him and his lieutenant both stepped outside to see Cinder, Emerald and Mercury standing over the bodies of several White Fang members with the others scattered about around the camp.

"Now then, Mr. Taurus. I'm going to make the same offer again. You'll either listen to me. Or you'll burn. I want to help us both out." Cinder insisted.

Adam grit his teeth but then just chuckled a little, it sounded more hysterical than maniacal. "This human shows up, demands I work with her, leaves, comes back and kills half my men before demanding the same again?!"

"Sir..." The Lieutenant was now holding his chainsaw.

"Stand down, Lieutenant." he ordered.

"But sir! She's a human!"

"I know that, which makes me wonder... What exactly do you hope to get out of this alliance?" Adam asked as he lead the trio into his tent again, before seeing the tea set Blake was so fond of using and slicing it apart with Wilt, gritting his teeth and turning back over to them.

Cinder smiled to him. "I'm glad you asked..."

* * *

"Now then we just need a good 'in' for the city, we have our alibi, thanks to our friend at Haven... We just need someone who understands this city well." Cinder explained.

"Well..." Mercury interjected. "My father always told me, if you want to know a city well. Just ask the rats."

* * *

Cinder sat atop a roof looking down into the office Roman Torchwick 'conducted' his work in and smirked, sending a message to him.

She sent a couple of more before leading Emerald and Mercury to their meeting point.

"Well hello there gorgeous~" Roman tilted his hat upwards as he looked to Cinder. Neo rolled her eyes in disgust as Mercury suggestively raised an eyebrow at her before Emerald elbowed him in the gut.

"We're interested in a partnership, first we'll ask that you tell us the inner workings of this city, crime wise and otherwise." Cinder explained.

"Alright." Roman chuckled, blowing smoke out from his cigar. "And I get all the money and resources?"

"Of Course." Cinder had Emerald and Mercury come forward, handing Roman and Neo cases that they opened, they were full of money.

"Alright, we're in." Roman smiled.

* * *

Back in Amity arena in the present day, Mercury cried out in pain as Yang was carried away in handcuffs by the Atlesian soldiers and Knights.

"Yang!" Ruby called out as the paramedics arrived on the scene to carry Mercury out with Cinder and Emerald following behind.

Emerald, making sure that the two paramedics saw that Mercury's leg was clearly broken, holding her gaze on both of them, though it was clear she was feeling a bit of strain from this, with Cinder putting a hand on her shoulder.

"Hey there's an ambulance over there!" Cinder pointed to one as a mysterious and short driver waved to them. The medics walked in and as soon as the doors closed, Cinder smirked.

Cinder leaned back in her seat, wiping the blood off one of her blades as Mercury still sat on the stretcher his leg twisted.

"Oh doc, I don't think I'll ever walk again!" Mercury laughed hysterically as Emerald punched him in the face. "Ow Jeez, I still have a broken aura, remember?!"

"Oh sorry, my hand slipped." Emerald snickered as Mercury then twisted his leg back into place without a single pain.

"So how'd I do?" Mercury asked.

"You performed excellently." Cinder nodded in approval as she looked over to the pilot. "As did our driver." the driver blinked and her eyes were now pink and brown, revealing her to be none other than Neo who smiled and nodded.

"What next?" Mercury asked as he rolled up his pant leg, revealing his leg to be only a prosthetic that had a couple of screws loose. He sighed. "That blonde bimbo really did knock a couple of screws loose..."

"Worry not Mercury, you'll be able to fix those once we get to your new place for the time." Cinder assured as their ship neared it's destination. "And you'll be having a nice comfortable 'hospital' stay according to all the reports."

* * *

The news seemed to be going crazy over what had happened in Vale with headlines describing the horrific display of misconduct committed at the Vytal Festival, with Yang Xiao Long being heralded as a monster in the making. There were also mentions of the Grimm pushing Atlesian forces back near the outskirts of Vale as Goliaths were making advances towards the city.

"What do you think about this horrific incident that has transpired today." Lisa Lavender asked a visiting tourist from Haven.

"I think it's horrible, what the hell is Professor Ozpin teaching his students?! I hope they sue." the tourist answered.

The TV was suddenly shut off, much to Mercury's annoyance as he was now tightening the screws on his leg. "Hey I was watching that! I wanted to know if I could possibly win a lawsuit against blondie!"

"You, in court? Oh please." Emerald rolled her eyes.

"Well regardless of how things went, I'd say Mercury performed excellently tonight." Cinder chuckled. "Emerald, you and I will make sure our next planned match up tomorrow goes just as smoothly as tonight's... Mercury, lay low for now." she stated. "We'll need your strength for the end of this."

"Can do." Mercury smirked and got back to work on his leg.

* * *

**Commentary**: And here we have the big villain flashback episode. Plenty was changed around. Adam's clear xenophobia to humans was on clear display along with his obsession with Blake. Emerald and Cinder's scene is a little more drawn out and in a better place. Mercury's scene is left alone, the fight with Amber is cut very short with only a slight hint of her true power. We also got the full recruitment scene of Roman, which was a scene I started back in Volume 1 if ya wanna go back that far.


	8. Chapter 8: Destiny

Yang sat, looking down at her cuffed hands in the cell.

General Ironwood stared at her with anger in his eyes. "What were you thinking?!"

"I... I saw him attack me!" Yang argued.

"That's not what everyone else saw." Ironwood argued back. "Look, I'm going to have to disqualify you from the tournament because of your actions tonight. The same actions that have caused a surge in Grimm around the Kingdom's outer walls to come flocking towards Vale."

"I know what I saw." Yang affirmed her own beliefs.

"Look, we all see things in the heat of the moment. I'm sure you might have thought you saw something, but I still have to punish you for the impulse you acted upon Miss Xiao Long. Now then, Your Uncle was very adamant on your release so you're in luck. I'll be back with him. Just sit tight." he exited the cell, the door closing behind him as Yang looked down.

"Blondie, that really you?!" Roman's voice asked from the cell next to her.

"You?!" Yang stood up in her cell.

"How's it goin' kid?! Is little red still being a goodie two shoes?" he taunted.

"Shut up, shut up!" Yang yelled at him.

"Might wanna watch that temper kid. After all... It's what got you here in the first place." Roman laughed as Yang froze up and sat herself down.

"I thought so... I always had this feeling that you kids were criminals at heart like me. Gosh, it almost makes my heart grow at the thought. Almost." Roman laughed.

"I just... I know what I saw, my senses... It was all so real." Yang confessed.

"All real but not there? Maybe you are delusional." Roman snickered before the cell door to Yang's cell opened and Qrow stood on the other side.

"Hey there, Firecracker." he offered a smile to her that she didn't return as she stood up. Qrow held her gauntlets in a case that wasn't to be opened till they were off of the ship.

"Aww and I was really hoping I'd get to hang out more with my new friend!" Roman taunted.

Qrow stopped and opened the door to Roman's cell.

"Well well, if it isn't Mr. Dark tall and drunk himself!" Roman laughed before he was punched in the face by Qrow who then closed the door and walked off with Yang.

"Watch the face!" Roman yelled out in annoyance while rubbing it as the two stepped off and boarded a shuttle down to Beacon.

Yang remained silent till Qrow spoke up.

"Hey... Firecracker. Look, I... I'm not sure why you keep on insisting that you were attacked. Everyone in the arena saw you attack an innocent boy." Qrow stated.

"I know what I saw, Qrow." Yang insisted.

"Well then you're probably crazy." Qrow shook his head.

"I... I also saw my mother too." she added. "Well not recently, but it was right before the breach happened. I was fighting and I lost the fight... But then when I woke up out of the corner of my eye I think I saw her."

"Oh that was her alright." Qrow nodded. "I still keep very loose contact with my sister. She did tell me to tell you that she saved you that time, and that now any 'good will' she has to you as her daughter is gone. She did her one act and she won't do anything again."

"Oh..." Yang looked down as the ship was readying to land.

"Look, I might have a lead on where she is." Qrow stated. "If you're up for it, maybe this Summer we can finally track her down." Qrow offered as the doors opened. "Get some rest for now. I'm sure your teammates all are eager to see you again." he gave Yang Ember Celica back, Yang kept her gauntlets tucked away in her pockets as she started the slow walk back to team RWBY's dorm room.

On this walk, several students turned their attention to her but were notably trying to avoid eye contact with her. Some of her old friends were also just not saying a word at all.

Alix stepped forward and took a deep breath. "Yang, I want you to know that I support you still, as a friend." he stated. "I'm sure you had a reason-"

Yang offered a weak smile to Alix. "Thanks. But you probably wouldn't believe me either." Yang walked past him as she finally reached team RWBY's dorm room and slowly opened the door.

"Yang!" Ruby hugged her sister, Yang silently hugged her back before sitting on a chair that she pulled up.

The three other members of her team looking to her in silence.

'Yang, tell us why did you attack him?" Weiss asked.

"I saw him attack me." Yang stated. "I saw him attack me, then as a reflex I hit him back."

"I'm not doubting you for a second sis. But we didn't see that, and we were practically next to you when that happened." Ruby stated. "Maybe it could have been a semblance?"

"Don't kid yourself Ruby, the arena has a special barrier that blocks out all outside interference for that very reason." Weiss shook her head. "But I still agree with you. Yang's not just some blindly angry oaf. She doesn't lash out like that without any control at all. I'm sure you saw something." Weiss reasoned.

"Do you... Think you were right, Yang?" Blake asked.

"What do you mean?"

"You think you were attacked and you hurt him only because he would have hurt you." Blake reasoned.

"Yes, of course." Yang sat up. "I only defended myself." she insisted. "I don't regret what I did because I know I'm not wrong."

"I'm sorry Yang. I want to believe you... B-But... But I can't. I just can't." Blake shook her head. "Adam... He was the same. He let every little incident have a justification and excuse." Blake stood up. "Humans were dying and he kept using every excuse to justify his actions. There was a time where I was believing he was in the right. I just... I don't want to do this again."

"Blake..." Yang looked to her, tears starting to form in her eyes now.

"But Blake, Yang is my sister, I know her, I know she would never-" Ruby was getting ready to argue when Blake turned away.

"I need some time alone. I'm sure we all do."

"Blake, Yang would never lie to us!" Weiss was ready to argue more but was too late.

"I'm going to get some tea at the fairgrounds." Blake left the room.

Ruby and Weiss wanted to follow after Blake but they stopped themselves.

"Hey are things going fine?" Jaune asked. "How's Yang doing?"

"She's. back and she's alright." Ruby assured them.

"She just needs some rest now." Weiss stated.

"Well if there's anything we can do to help, let us know." Pyrrha insisted.

"You can try winning the tournament. I'm sure Yang would want that." Ruby nodded before she walked off with Weiss.

"Say Weiss, where are you going?"

"I'm going to find Blake. See if we can't just talk this out." Weiss explained.

"I'll be by the arena to watch the next match." Ruby nodded before walking off.

* * *

"You heard them Pyrrha you gotta win!" Nora exclaimed.

"You're bouncing back quickly from round 2..." Pyrrha remarked.

"You know Nora, she wouldn't let something like that keep her down." Ren stated with a slight smile.

"So WIPE THAT FROWN OFF YOUR FACE AND GET IN THE GAME!" Nora proclaimed. "You're representing Beacon now! Just you!"

"Y-Yeah... No pressure." Ren let out a sigh.

"S-Say guys don't you think it's a little late for a training session?" Jaune interjected halting Nora and Ren from pressing further.

"I guess you're right." Ren nodded.

"What are we gonna do then?" Nora asked.

"Why don't we go hang out, outside as a team?" Jaune insisted, holding a hand out to Pyrrha who offered a smile in response, taking his hand.

"Okay." with that Team JNPR set off from their dorm room.

* * *

Ruby was on her way to the airship docks when she noticed Velvet taking photos of some students with their weapons out. "Hey Velvet!"

"Oh hey Ruby! I heard about your sister. I'm sorry that happened." Velvet frowned.

"it's alright, she'll bounce back, she always does." Ruby assured her with a smile. "Yang still does insist she saw something that everyone else didn't see." she confessed.

"You know, Coco told me something similar. That during her fight with Emerald and Mercury something happened that she didn't see... Also when Alix was fighting the team he said he saw something that wasn't there." Velvet mused. "I suppose people can just let the stress of battle get to them."

"Yeah I guess." Ruby frowned, looking down with a theory. "Say Velvet, there's a nullifying field to prevent outside interference in Amity arena, right?"

"There is." Velvet confirmed.

"Is there any way it could have been lowered or anything?" Ruby asked.

"Probably only from the Atlesian security team." Velvet stated. "Do you think something's up?"

"No... Just a suspicion." Ruby stated. "I'm going to see if I can find any members of team CMNE in the arena, I want to apologize for what Yang did and also just ask a question."

"Good luck Ruby." Velvet nodded. "Let me know if you find anything out."

"I'll call everyone if something's up." Ruby assured before she ran to the air shuttle.

* * *

Pyrrha let out a tired sigh as she leaned against a wall in the underpass next to the cafeteria. Jaune stopped and sat himself down next to her. "Hey, you alright?" he asked her.

Ren and Nora turned the corner and were about to interject. But then something caught Nora's attention, it was a student holding a plush won from one of the carnival games. "I HAVE GOT TO GET ME ONE OF THOSE!" she proclaimed as she grabbed Ren's arm, dragging him away, also briefly winking in Jaune and Pyrrha's direction.

"You know Pyrrha. You're the first person who's shown any faith in me as a person and belief in my ability to succeed." Jaune looked forward as maple leaves blew by the pair and Pyrrha looked away.

"Everyone always told me that even if I screwed up I'd always be welcome back home." Jaune shrugged. "You've just, always been there to help me, even at times where I've been terrible or where I've been unreliable. I just want to help you back."

"I... I'm just lost in my thoughts." Pyrrha confessed.

"Thoughts about what?" Jaune asked her, leaning a little closer to her as she took his hand and leaned on his shoulder. He didn't move from this position at all before Pyrrha finally moved herself again and turned to face him.

"Jaune tell me, do you... Do you believe in destiny?" she asked.

"Destiny?" Jaune tilted his head. "Like a predetermined fate?"

"No, i mean a final goal. Something that you spend your entire life working towards." Pyrrha explained.

"Alright. I can somewhat see that." Jaune nodded in agreement.

"What would you do if something came up that could stand between you and your destiny?" Pyrrha asked.

"I'm not sure what you mean." Jaune shook his head.

"Or what if you could fulfill your destiny at an instant but at the cost of who you were as a person?!"

"Pyrrha, you're not making sense." Jaune put a hand on her shoulder as she stood up and started walking away from him.

"NONE OF IT MAKES SENSE! Things shouldn't work this way!" she crossed her arms.

"Please, I'm sorry Pyrrha! I just want to know what's wrong!" Jaune stood up.

"I just... I've always felt destined to become a huntress and to protect Remnant... It's become clear to me that my own feelings are right. But I just... I don't know if I can do this, Jaune."

"Of course you can, you're Pyrrha Nikos." Jaune affirmed while taking a step forward. "If you believe you're destined to save the world, then don't let anything stand in your way. The Pyrrha Nikos I know would always choose the selfless path." he smiled.

Pyrrha immediately started breaking down in tears as she fell to her knees.

"Pyrrha." Jaune held out a hand towards her.

"Stop..." she insisted.

"Pyrrha, please..." he was starting to reach for her.

"JUST STOP!" Pyrrha used her semblance and shoved Jaune into a wall by his armor.

"I...I..." Pyrrha looked to her hands, breathing heavily now before she ran away.

"Pyrrha wait!" Jaune groaned as he tried to stand himself up. "Wait... What could I have said?"

* * *

As Ruby walked into the main hall of the arena she looked around for somewhere to sit when she spotted Emerald sitting fairly close to the center stage with an empty seat in front of her.

Ruby then made her way over to Emerald and sat down next to her. "Emerald." Ruby turned to her. "I just wanted to say I'm sorry for what my sister did."

Emerald turned away from Ruby, gritting her teeth slightly.

"Look, I just I wanted to apologize. My sister normally doesn't lash out like that, but I think something else is at play here." Ruby confessed as Emerald's eyes went wide at the accusation. "Alix, Coco and Yang all claim to have seen something they didn't and it was all while fighting your team." Ruby stated. "I think someone's out for your team and they rigged that match so Mercury would get hurt." she theorized while the match selection was starting.

Emerald let out an annoyed sigh before turning towards Ruby. "That's preposterous, no one could rig a match like this." her tone was starting to sound a little manic as she clearly felt like Ruby was close to jeopardizing the plan and she couldn't deal with this girl pestering her. "Look, I'm willing to talk after this next match and we can try to piece things together then, alright?" she asked.

Ruby's eyes narrowed slightly as she wasn't exactly telling Emerald the full side of her own suspicions, the pieces seemed to be adding up i her head. "Penny Polendina and Pyrrha Nikos!" Professor Port exclaimed.

"Heh... It's kind of funny, this match up." Emerald remarked. "Why set someone with so much metal against Pyrrha Nikos?"

Ruby's eyes narrowed at this remark before they went wide as she slightly scooted away in her seat from Emerald. "It was you!"

Emerald's eyes went wide realizing she had just slipped up.

"You were the one!" Ruby stood up now. "I'm not going to let you hurt my friends!" Ruby glared at her.

Emerald let out a sigh, standing up as well. "I can't let you stop me, kid."

The crowd cheered as Penny and Pyrrha stood in center stage while Ruby stood off against Emerald now in the stands, she now wore a serious expression.

* * *

**Commentary**: So here's where we have another big change up. Mercury doesn't blow his cover here. I'm not gonna lie that always did kind of rub me off in the wrong way, with how he was told to stay low but he really didn't stay low at all. So instead now we have Ruby facing off with Emerald, while PvP is happening.


	9. Chapter 9: PvP

"I hope we have a pleasant match, Pyrrha!" Penny smiled eagerly, saluting her.

Pyrrha was still clearly feeling stressed out, but Penny's calm attitude calmed her down. "Yes, I'd like that very much. Give it your all, okay?"

"You got it!" Penny exclaimed.

Ruby and Emerald stood across from each other off of their seats now. "Why? Emerald... Why are you doing this?" she asked.

Emerald remained silent, looking down before she spoke up. "Sit back down, Ruby." she warned.

"No. You're going to give me answers or I'm going to call security on you and you'll give General Ironwood and Professor Ozpin answers!" Ruby insisted, her eyes narrowing as Emerald immediately turned away and tried to move past her, Ruby grabbed her wrist in pursuit however, with Emerald struggling to free herself as Ruby was pulled along with her. Emerald shoving her to the side near one of the entrances, looking down at her again in frustration before a slight smirk formed on her face.

"3...2...1... BEGIN!" Professor Port called out as Penny started dancing herself while sending her blades out in a rhythmic manner out towards Pyrrha.

Pyrrha dodged with a roll and fired shots out from her weapon that Penny deflected with relative ease using only two of her swords as she then shot a laser from one of them at Pyrrha, who blocked with her shield.

and rushed forward with her weapon in it's spear form bringing it down towards Penny, who blocked it. with a row of swords.

Ruby got herself up and looked up to where she last saw Emerald only to find her missing. "Emerald?!" Ruby called out now, rushing through the stands but didn't see her. "Where is she?!" Ruby then heard a strange sound and spotted Emerald sitting down a few seats ahead. "I found you!" Ruby called out, grabbing her arm.

Before suddenly Emerald wasn't there and it was a random faunus woman who looked angry. "Let go of me!" she yelled as she wrestled her hand free.

"W-What?!" Ruby was confused as a safe distance away around a lower seat Emerald smiled, her line of sight on Ruby held before she created another illusion.

Ruby shook her head and ran into a higher area of the stands, reaching for her scroll and making a call to everyone, unfortunately mostly everyone didn't pick up their scrolls as they were either too enamored with the match, were looking away from them or were much too busy all except for one.

"Hello?!" Velvet answered.

"Velvet?! Yes, my suspicions are right! It's Emerald! She's the one who's been doing this! I need you to get someone to help!" Ruby stated.

"I'll see what I can do Ruby, but for now, just try and keep track of where she is." Velvet stated as Ruby was looking around.

"Found her again!" Ruby grabbed her shoulder but was surprised when it was a child who's mother pulled them away from her. "W-What?!"

"Ruby, you're starting to cut off-" Velvet spoke as the call suddenly cut off.

"What?!" Ruby was surprised as Emerald looked to her scroll.

"Thanks for jamming her scroll Signal Cinder." she let out a sigh of relief.

"Of course Emerald, just keep her distracted till you can execute the plan. After that it won't matter whether or not she knows." Cinder assured her. "I'll continue making final preparations..."

Penny spun her weapons around her in a circular pattern that Pyrrha had a tough time deflecting, but still managed to keep up as she got a couple of shots off on Penny that caused her to stagger back slightly.

Pyrrha kept her assault up by rushing in closer to her using Milo's sword form and slashing at Penny, hitting her in the side of the face and kicking her chest, knocking her back several feet.

Ruby had to do something to stop the match... She thought of another thing she could do. "IT'S RIGGED! THIS MATCH IS RIGGED!" she yelled aloud now, getting everyone in her immediate vicinity's direction.

"SHUT UP!" a man yelled at her.

"But it's true!" Ruby argued as she then spotted someone she didn't think she would spot in the stands. "Torchwick?!" she carefully approached but they turned to another man as she turned around and saw the White Fang Lieutenant sitting down a row ahead of her. She leaped down in front of them but then they shifted into Mercury.

"Stop blocking my view, brat." Mercury scolded as he kicked at Ruby's face, with Ruby raising her arms up in defense only for the attack to never come. That was when it hit Ruby.

"Her semblance is illusions!" Ruby looked around the stands for Emerald, but now suddenly everyone in the arena around her was Emerald.  
"W-WHAT?!"

"Good job, you probably figured it out by now." Emerald's voice echoed in Ruby's head and from all the Emeralds around her. "But you're far too late to stop what's been put in motion. Just be a good little girl and sit down." Ruby felt something pulling her towards the empty seat.

"W-Why are you doing this?!" Ruby asked, forcing herself to stand up as she realized that Emerald's illusions couldn't actually harm her in any way.

Ruby then looked towards the announcer's box and realized where she'd have to go.

Penny launched herself forward, with two of her swords firing lasers out of them before slamming into the ground in front of Pyrrha, launching her backwards as Pyrrha was starting to struggle more with keeping up with her, Akouo barely being much help as far as blocking was concerned as Penny knocked her up into the air and slammed several swords into Pyrrha's chest, bringing her aura down to 19%. She'd have to end this quick. She attempted to pull Milo back to her hand with her semblance but it was knocked back away by one of Penny's swords as she readied her finishing attack.

Ruby started slamming on the announcer box door. "HELLO! SOMEONE PLEASE HELP! THE MATCH WAS RIGGED! THIS MATCH WAS A SETUP!" she called out as two of the Atlas security personnel on the scene trailed their weapons on her.

"Ruby Rose, stand down or you will be arrested!" the soldier shouted. "But it's Penny and Pyrrha, they're in dang-" Ruby glanced back over to the arena, realizing Emerald had dropped the illusion on her as everyone wasn't Emerald now.

Penny smirked, readying herself to finish the match when Pyrrha suddenly saw Penny's swords multiply by 10 fold. There were now hundreds of swords all readying to come down on her.

Pyrrha then fired out a repulsive blast from her semblance as the wires the swords were attached to started to wrap around Penny's body and soon enough Tore the girl to pieces as her aura shattered from the wires tightening.

"No..." Ruby fell to her knees with wide eyes, tears streaming down her face know as one of the soldiers dropped their weapons.

Emerald glanced over to where she last saw Ruby was and a smirk of satisfaction happened upon her face before she stood up.

Penny's face was frozen on an expression of dismay as the light in her eyes died and Pyrrha stood in the middle of the arena appalled by what she had just done.

* * *

"CUT THE FEED!" Dr. Oobleck called out, but no such cuts would happen as the black queen symbol instead appeared on the screens.

"What's going on?!" Port asked as he realized they couldn't cut the feed at all now. That was when a voice spoke up.

"This... Is not a tragedy. This was not an accident." Cinder's voice spoke out.

"As someone who's been a student of these academies for years I can safely tell you that all of these incidents that have happened in this tournament aren't without reason." the feed cut to show Arslan being rolled out on a stretcher in a catatonic state, Ember's rage fueled freak out attack on Cinder and Yang breaking Mercury's leg.

"Cinder..." Ruby's eyes narrowed in slight anger as she was starting to wipe the tears from her face.

"This is what happens when you let your children fall under the protection of men who think themselves to be our guardians, but are nothing more than men." she then cut to the call between Ozpin, Ironwood and the council, with the council expressing their disappointment in Ozpin. "How do you think Professor Ozpin could have let the tournament go so poorly for his students? He's clearly been putting pressure on them to keep their appearances up." she explained.

"Vale's local huntsman haven't taken too kindly to Ironwood's power play here either." the footage cut to the fight between Qrow and Winter. "I dare say, it's almost like Atlas wants to shove it's military bravado in everyone's face... Speaking of which..."

"We have Ironwood's little pet Project here. Why would he need a girl that's entirely a machine? What Grimm could he possibly be thinking of fighting with that? Well I can tell you that he doesn't plan on-" Cinder was cut short when the sounds of slamming on the door behind her were heard.

"They're already here for me..." the sound of Cinder drawing her weapons out was heard. "I'm telling you the truth. Don't trust Atlas, don't trust Ozpin, don't-" the feed finally cut completely as the arena was left in a state of panic, not to mention all the other Kingdoms that were watching this broadcast.

Just outside of Beacon by the bordering Emerald Forests Grimm were starting to flood through it, soldiers opened fire on all of the Grimm that charged, a couple of soldiers getting tackled by an Ursa while another soldier managed to blast the head off of a creep with his rifle.

The alarms were starting to sound off now in the Colosseum. "Alert, Alert. Grimm threat level 9." the alarm in warned.

Ironwood got into the booth and spoke up to everyone in the Colosseum. "Stay calm and evacuate in a neat and orderly manner!" he instructed before a Giant Nevermore landed on top of the Colosseum's barrier.

"A nevermore?!" Sun stood up.

"How'd it get past the kingdom's defenses?!" Coco asked as she firmly gripped her purse now.

"It didn't get past by itself." Ren noted as he glanced over to Nora who now was also in a state of worry.

* * *

In Ozpin's office he looked to the chaos unfolding in Amity Arena and turned towards Glynda and Qrow who were in his office. "Get to the city!"

"But-" Qrow as about to argue.

"Now!" he yelled as Glynda started towards the elevator.

"Make sure she's safe." Qrow stated as he ran to the elevator.

The Grimm by the borders were starting to push themselves into the city and more specifically into the direction of Beacon.

* * *

Back in the Arena Ironwood took his scroll out and called Ozpin. "Ozpin, the girl I can explain-"

"James, you brought your army into my Kingdom. Use it." he instructed.

Ironwood grit his teeth and nodded.

* * *

Ironwood's fleet was now under attack by Nevermore and Griffins that were circling around the ship and damaging wherever they could.

One commander reached out to his scroll "Blues 2 and 3, this is Blue 4 we need you in a defensive position! Blue 5 you as well! Blue 5?!"

The call was not answering on that end as Neo Flung a soldier over her shoulder, slamming them into the wall before ducking and weaving all of another soldier's attacks with relative ease before she stabbed the soldier in the gut with her weapon's blade, stabbing through an opening in their armor as she then took her weapon out, cleaned the blade off with a hand and picked up a familiar cane and hat, opening the door to a cell and tossing them to the man who sat inside.

"Let's get to work, shall we?" Roman smirked.

That ship would soon turn and aim all of it's cannons at the other ships in the fleet before firing off rounds and crippling their engines resulting in a crash that would end with Blue 4 crashing into Blue 2, crippling the fleet even more than it already was as Roman started to open fire on the other ships.

"OH IT IS GOOD TO BE BACK!" Roman laughed from behind the control console of the ship.

* * *

Back by Beacon's campus a fleet of Bullheads were fast approaching. Their doors opened to reveal an army of White Fang soldiers, with Adam Taurus waiting in one of them with a squadron of soldiers. "Bring them to their knees!" Adam ordered.

Another bullhead opened and an Ursa dropped out of it and let out a roar before charging forward.

* * *

**Commentary**: And thus crap hits the fan. Cinder's speech cutting off is another borrowed idea, but again it isn't the exact same one I've done here. Ruby against Emerald wasn't really much of a physical fight due to location, and Emerald was very easily able to give Ruby the slip with her semblance. Either way, things are just gonna keep ramping up more from this point forward.


	10. Chapter 10: The Battle of Beacon

At the Beacon Fairgrounds things were not looking any better than the main campus, the city or Amity Arena, Grimm were starting to flood into the grounds as several Atlesian Knights opened fire on the encroaching Grimm.

Roy Stallion screamed as a Nevermore carried him off while Nolan Porfirio was yelling for it to let him go, not noticing a Beowolf approaching from behind him. May was firing at a charging Boarbatusk from a Tree she hid herself in and Brawnz Ni was slammed into a wall by that same Boarbatusk.

Weiss and Blake looked to each other. "I guess the rest of this talk will have to wait." Weiss sighed. "I just... I can't believe this is happening..."

Blake took her scroll out and saw that Yang was calling "Yang are you okay?!"

"I'm fine Blake, but how's Ruby doing?!" Yang asked in worry as she exited the team's dorm room and ran down the hall on her own. "She hasn't been picking up any of my calls."

"I'm sure she's fine, you know how capable she is." Blake assured. "But if I see her I'll let you know."

Yang grit her teeth but clenched her fist before continuing forward.

"Penny..." Weiss looked down sadly.

"I'm approaching the docks to try and help clear a path." Yang stated on the other end of the call. "The White Fang is here! They're releasing Grimm into the school!"

"The White Fang is here?!" Blake stomped her foot on the ground.

"Oh no I think they've seen me... I gotta go Blake, be safe." the sound of Yang's gauntlets transforming were the last thing that Blake would hear as the call cut off.

"Blake..." Weiss reached a hand out to her teammate's shoulder as Blake was dialing in the combination for her locker, her locker crashing through a nevermore as it arrived. Weiss called down her weapon as well now, the two taking their weapons out.

"We have to stop them." Blake stated, Weiss nodding in agreement as the two set off for the docks.

* * *

Back in Amity arena Pyrrha sat down on the ground, frozen at what she had just done while the Nevermore was still pounding on the glass.

"Pyrrha! You have to move!" Jaune yelled, but she didn't move at all. The Nevermore floated up and finally crashed down through the arena's roof, shattering the hard light barrier projected around it before landing right in the center of the arena and knocking Pyrrha aside just as Jaune leaped down, the force of the impact sent Jaune flying back into a wall as Pyrrha laid on the ground, looking up as the Nevermore turned it's attention to her and readied itself to attack when suddenly a red blur rushed out from the stands and stabbed into the Nevermore's neck and leaped back. It was Ruby and she was wielding one of Penny's swords.

"LEAVE HER ALONE!" Ruby called out as the Nevermore cawed out in anger and started stomping forward, only for a rocket propelled locker to crash right into it, followed by several more that killed it in an instant. Several students gathered in the arena, Team SSSN, ABRN, Ren, Nora, Jaune, Yatsuhashi, Coco, Skye, Dove, Ember, Alix, Flynt and Neon all geared up with their weapons.

Pyrrha clutched onto one of Penny's swords and started sobbing before Ruby approached her, putting a hand on Pyrrha's shoulder. "Hey, it's not your fault." she insisted.

"She's right." Jaune pointed out as he approached Pyrrha, holding her weapons now that she took while standing up. "It's Cinder. I recognized the voice." he glanced over at all the other students.

"I knew something was off about her from the moment I first saw her!" Ember remarked.

"Now Ember..." Alix interjected.

"I know I know, keep it chill." she sighed.

"She used one of my worst moments against me, and for that she can't be forgiven." Arslan grit her teeth.

"Arslan, I'm-" Pyrrha spoke up but was cut off.

"Save it for later, Nikos." Arslan stated. "We'll settle this another time. For now we do our jobs and get as many people out as possible."

Pyrrha nodded in agreement before looking up at the circling Griffins.

Ruby tried again to use her scroll but it came up with no signal. "Sun give me your scroll." Ruby insisted as Sun tossed it over, she dialed in the combination for her locker and it came crashing down seconds later with Crescent Rose ready.

However, before Ruby could reach it a griffon landed atop her locker and roared before a shot from a weapon forced it to back off and Ruby grabbed Crescent Rose, turning to see Port and Oobleck approaching. "Go now!" Port insisted.

"Yes, this will be a day long remembered in Remnant's history. But only if you're around to tell it." Dr. Oobleck insisted.

"But-" Ruby wanted to help.

"Go now, we'll be fine." Port assured, Ruby just nodded and ran forward, leading everyone to follow her now.

"Just like her mother." Oobleck smiled proudly before more Griffons started circling them.

"One more round, ey Barty?!" Port chuckled as he started firing from his gun at the Griffons.

* * *

By the exit of the arena several Atlesian Knights were firing on a Nevermore that was carrying an Alpha Beowolf. The nevermore dropped the beowolf before flying off as the Alpha Beowolf started ripping through the Atlesian Knights.

An Evacuating family was trying to sneak past the Beowolf as it finished the last knight off, spotting it's prey and starting to walk over to them when a shot fired out that hit it's back. It turned to see General Ironwood with his gun drawn.

It ran forward as Ironwood charged it and fired more shots at it, that caused it to howl out in pain while holding its side. It then swung at Ironwood with it's arm but Ironwood stopped it with his right arm and now grasped it, flinging the Beowolf over his head and slamming it into the ground before pinning it and shooting it's head, causing the beast to disintegrate as all the students in the arena had exited just as a shuttle pulled up.

"Students, you have two choices before you. Stay here and defend your school, or run and save yourselves." Ironwood stated. "No one will fault you for running." he assured them. Ruby stepped up to Ironwood.

"Where are you going?" she asked him as he approached a Military ship that was parked by the docks..

"I need to get to my ship." he stated. "From there I can signal for help from Atlas."

With that Ironwood left the scene as everyone started to load onto the airship, filling it up with as many students as possible.

* * *

Roman was clearly having too much fun as each button he pressed on this ship seemed to do something different. "What does this one do?!" he pressed it and all of the Atlesian Knights in the back of the ship came out. "This one?" it fired out shots into the city below.

Neo walked over, holding a scroll with the Black Queen virus in it. "Oooh... Now this'll be fun~" Roman inserted the scroll into the console as all the screens went red with the black queen piece.

The Atlesian Robots that were just firing on Grimm suddenly stopped and started firing on the running citizens and fighting soldiers and huntsmen.

Weiss and Blake were making their way through Beacon's courtyard after the two finished off an Ursa that stood in their path when the soldiers turned around. "GET DOWN!" Weiss tackled Blake who was looking more towards the White Fang soldiers in the distance.

The two hid behind a lamp post as the Atlesian Knights started firing on them.

Ironwood was starting to near his flagship when the Atlesian Knights in the back of his ship suddenly activated and aimed their weapons at him. He turned around in shock. "NO-" An explosion could be seen from his ship just as the shuttle down to Beacon had taken off.

Ruby gasped and realized that something was going on in Ironwood's ship. She opened the back door of the shuttle and jumped out, using her semblance to speed over the gap between Amity arena and the ship before she ran in.

"Ruby where are you going?!" Sun called out.

"I'm going to help!" she yelled as she ran into the arena.

She looked around and spotted it, it was one of the lockers. She punched in some coordinates and hooked Crescent Rose around it. "Please work, Please work!" it blasted off, carrying Ruby with it till it reached the destination of Ironwood's ship.

Back inside the ship Roman and Neo heard a loud thud from the upper deck of it.

"Neo, go check what that is." Roman insisted as Neo nodded with a smile and ran to investigate.

* * *

Blake created a fire clone that exploded upon contact with a few White Fang goons before hooking Gambol Shroud's Kusarigama form around the shoulder of another and landing right on them and knocking another aside with her bladed sheath.

Weiss boosted herself with a Time dilation Glyph and rushed forward, slashing, stabbing and cutting through any joints of the attacking Atlesian Knights before creating a propulsion glyph that launched the destroyed ones out towards other enemies scattered about the battle field, cutting through some Grimm, hitting more Atlesian Knights and knocking around a few White Fang soldiers as she landed with her back to Blake.

The airship with students from the Colosseum finally arrived and everyone poured out into the battlefield. "Where's Ruby?!" Weiss demanded to Neptune.

"She went back into the arena for some reason." Neptune stated. "Something about helping." he fired at a Creep that leaped at Weiss with his railgun. "Keep focus!"

Weiss nodded and readied her stance again before she saw a ship crashing with an Alpha Beowolf ripping the pilot out of it's seat and landing.

"I'll go after the alpha." Blake insisted before Weiss stopped her.

"Stay safe, Blake." Weiss smiled as Blake nodded and ran after the Alpha, hooking Gambol Shroud onto a roof and climbing up in pursuit of it.

* * *

Cyrus and Erika were dodging gunfire from White Fang soldiers and hiding behind a pillar. "Bad news, Cyrus... I'm out of juice for my flamethrower." Erika confessed.

"Well, I'm on about the last handful of Ammo I got." the faunus groaned.

Fox quickly rushed ahead of them and was able to dispatch the White Fang soldiers with relative ease, slicing them and punching them, the soldiers dropping to the ground as he offered a smirk to the duo. "C'mon."

"Boy are we glad to see you." Cyrus remarked as he followed behind Fox.

"I've been trying to get as many students to the docks as possible." he explained. "Velvet's been looking around the other side of the school." he stopped himself before he could continue further when someone stood several feet in front of them.

Cyrus froze up, paralyzed in fear. "No... No!" he took a step backwards.

Adam Taurus smiled up to the trio that approached. "Ah good. I was beginning to feel a little left out." he pulled his sword out of the back of an Atlesian soldier.

* * *

Back in Vale Glynda and Qrow were having trouble keeping up with Grimm and Atlesian Knights firing on them when suddenly the ground beneath their feet Rumbled. "No.." Glynda's eyes widened in fear.

"Oh shi-" before Qrow could even finish his sentence a nearby mountain cracked and out exploded a Wyvern Grimm that screeched loudly. It flew towards Beacon now, a strange black tar-like liquid oozing from it's scales that upon contact with the ground started to spawn out Creeps from it as it continued on it's way to Beacon.

* * *

On a nearby rooftop stood Emerald, Mercury and Cinder, with Mercury filming this footage on his scroll.

"I... I feel terrible." Emerald looked down in disgust, not wanting to watch more of this.

"It's horrendous." Cinder smiled before looking to Mercury. "Focus on the Atlesian Knights."

"You got it, boss lady." Mercury chuckled as he focused his filming on the Atlesian Knights firing on innocents.

Teams JNPR, SSSN and a few other students had managed to maintain a perimeter in front of Beacon tower as the Wyvern had now arrived and circled around it, spawning out hordes of Grimm. SSSN and the other students ran to the side, attracting the Attention of the Grimm, with Scarlet yelling and firing a shot out to try and divert their attention.

Professor Ozpin stood out by the entrance of the tower as Pyrrha lowered her guard slightly and walked over to the professor.

"Ren, Nora you stay out here and keep fighting. I'll go see what's going on." Jaune ordered as the pair ran off to go assist the others.

"Pyrrha, we're out of time." Ozpin told her before leading her and Jaune into the tower.

Just around the corner of the tower Cinder slowly made her approach, her eyes narrowing and glowing golden with the power of the Fall Maiden.

* * *

**Commentary**: Alright! Thus things fully kick off here! I'm having Adam be a little more proactive here, in which he'll get to fight a little bit more before his main "prize" shows up. Also the locker attack killed the Nevermore in the Arena and most of the other fighting is similar. Although I do really like that one attack I had with Weiss launching scraps of Atlesian Knights out towards enemies.


	11. Chapter 11: Heroes and Monsters

Ruby was walking atop the Atlesian Airship looking for any way of getting inside of it when a Griffin landed behind her. Ruby grit her teeth and charged at it as it lunged at her, with a few well timed slices it fell into pieces behind her, though not before scratching her slightly.

The flash from a camera lit up behind her as she turned to face Neo, whom had just taken a picture of her and winked. "You again!" Ruby glared.

Back inside the airship Roman checked his scroll and sure enough on his end was a message from Neo, "Guess who?" it stated with a picture of Ruby.

"Ugh, you have GOT to be kidding me?! I swear I could go as far away from this Kingdom as possible and that brat would STILL follow me." he ranted as he started towards the lift.

* * *

Adam smirked, staring down the three students as he shook the blood from his sword.

Fox grit his teeth and rushed forward throwing out punch after punch at Adam and also attempting to slice at him with the arm blades of his weapons. Adam dodged and blocked each attack before countering with a single strike of Wilt that sent him flying into a wall, shattering Fox's aura.

"Who's next?" he chuckled as Cyrus took a step back.

"I..." Erika glanced over to her teammate nervously as Adam took a step forward when suddenly a shot fired out that he turned and blocked with his sword.

"Step the hell back from my teammates!" Ember called out as she ran onto the scene with Alix pulling his daggers out of a Boarbatusk's gut and turning towards Adam.

"Great! Just what I wanted! More humans to kill!" he chuckled as a couple of Atlesian soldiers who had followed the two, aimed their weapons at him. Russel Thrush and Reese Chloris arrived at the scene to lend their aid as well.

Reese, as eager as ever, rushed at him, only for her Hoverboard to be cut clean in two pieces and her to be sent crashing into another wall.

Russel and Alix both rushed at him with their daggers ready, Adam laughed, blocking all of their attacks before firing Wilt out of Blush, the handle hitting Russel in the face and sending him flying away as he then caught his sword and attempted to bring it down on Alix, only for his attacked to be swatted to the side by Ember's flying claw.

He grunted in annoyance as the soldiers started to close in on him, their rifles trailing on him.

"You're surrounded." Alix smirked, holding his combat stance as Erika walked up beside him and held her stance firmly too.

"Where's Cyrus?" Ember asked.

Cyrus was around the corner and hiding behind a wall, breathing heavily. "No, no, NO! I came here to avoid this kind of thing!" he glanced over and saw his teammates had Adam surrounded now. "No... I-I can't..."

* * *

Back in the Beacon Courtyard, things weren't faring any better with the students barely being able to combat the growing hoard of Grimm, the Atlesian Knights and the White Fang soldiers.

Yatsuhashi slammed his sword down on a Griffin's head but it just didn't seem to die, Flynt used his trumpet close range to blow up a creep and Neon skated around and froze the legs of an approaching automated paladin.

"This is hopeless..." Sun grunted as he blocked gunfire from a White Fang soldier with his staff.

"Tell me about it." Neptune grunted while reloading and shooting at that same soldier before getting flanked by an Atlesian Knight shooting at him, shattering his aura and forcing him to hide behind more cover.

Ren gunned down a Boarbatusk only to get punched by an approaching Paladin. Nora grit her teeth in anger and slammed her hammer into the side of the paladin, only leaving a sizeable dent in it. "Hehe... No hard feelin-" Nora was punched through a tree in the courtyard.

Weiss created a row of ice spikes out of the ground that slammed into the leg of a paladin, causing it to stumble over while Coco shot at it with Gianduja, activating her semblance and slowly chipping away at the Paladin's armor before a cannon shot from another paladin forced her to jump back.

"This really is hopeless." Weiss was leaning on her weapon as Velvet glared and stepped forward. "What's she doing?!"

Coco smiled. "Just watch her."

_There's a day where our hearts will be broken,  
When the darkness will cast out the light,  
and our eyes cry a million tears,  
Help won't arrive_

Out of Velvet's box conjured up a hard light copy of Ruby's Crescent Rose that she fired a shot out of and spun around slicing at the paladin with, the construct shattering upon impact, but leaving a sizable tear through the Paladin's front armor. The paladin then tried to punch Velvet but she raised up a copy of Myrtenaster that deflected it before she jumped up and stabbed at the Paladin several times, puncturing more holes through it's armor now.

_There's a day when all courage collapses,  
And our friends turn and leave us behind,  
Creatures of darkness will triumph,  
__The sun won't rise_

Velvet landed with a roll and quickly switched to a hard light copy of Gambol Shroud that she threw at the Paladin, stabbing into it's shoulder before she jumped forward, swinging around it and wrapping it in a hard light ribbon that she then pulled at, pulling the Paladin to the ground, now switching to a hard light copy of Ember Celica that fired out a couple of explosive shots that blasted an even larger hole into the paladin, destroying it while another attempted to approach her from behind.

Velvet backflipped, switched to a copy of Ruyi and Jingu Bang in their staff form and slammed it into the arm of the paladin, loosening it's armor before she then came down with Magnhild and the paladin's arm came off entirely while she landed on it's back. 

_When we've lost all hope,  
And succumb to fear,  
As the skies rain blood,  
__And the end draws near_

She then conjured up a copy of Penny's backpack and jumped down, moving as Penny would with the blades slicing through the Paladin's body and legs, destroying it easily while she then focused the swords and fired out a blast at a charging Paladin that severely eroded it's armor. However that attack wouldn't be enough to stop it as it rammed right into her and threw her back several feet.

"Velvet!" Coco tried to fire from Gianduja but she was out of ammo now. 

_I may fall,  
But not like this;  
it won't be by your hand,  
__I may fall_

Weiss immediately and instinctively forced herself between Velvet and the Paladin before it could slam down it's fist on her, raising up Myrtenaster in defense, however the attack never came as a large sword appeared out of a glyph with just a single hand holding it. The sword then cut right through the paladin, destroying it entirely.

_Not this place, not today  
I may fall,  
Bring it all;  
it's not enough to take me down  
__I may fall_

Weiss was surprised as the summon was starting to Vanish and Velvet took a picture of it, smiling cutely to Weiss before glancing over as another group of paladins turned the corner.

"You have GOT to be kidding me!" Sun grunted in exhaustion.  


* * *

Ruby swung her scythe at Neo in a rapid succession of slashes, Neo easily danced around all of these attacks with minimal effort, backflipping, sidestepping and even cartwheeling from one. Ruby threw her scythe and it boomerang'd back to her hand and then she fired a shot off at her. Neo smirked and shattered into an illusion of glass when Roman appeared beside her now, firing from his cane and hitting Ruby, knocking her backwards, Ruby barely keeping her footing on top of this airship now as she landed on her back.

"Little Red, Little Red, you're just determined to become the hero, aren't you?!" Roman glared down at her as she swung her scythe, standing up again while Roman dodged back from.

"Why are you doing this?! You know the people need these ships! Without these ships more people will die and more things will be destroyed!" she argued.

"That's the point red!" Roman stated as a smaller Nevermore dove at Ruby, only for Ruby to hook her scythe into it's wing and throw it in Roman's direction. Roman swatted it aside with his cane and dodged a swipe from Ruby as Neo leaped over her now and kicked her across the face and then cartwheel kicked Ruby again, causing her to stagger back more towards the edge of the ship as a Nevermore flew past her and knocked her more towards the ship again.

"But what do you get out of this?!" Ruby held her scythe at Roman, it's gun barrel pointed straight at him.

"You're asking the wrong question Red, it's not about what I have to gain, it's that I can't afford to lose!" Roman ducked as Ruby charged him again and Neo vaulted over his shoulder, kicking the girl across the face again before she then jumped over Ruby and hooked her Umbrella onto Crescent Rose and pulled it as she rolled under Ruby, flinging the girl into the air where she then kicked Ruby in the back, sending her flying towards Roman who slammed his cane into the ground, sending it towards her and hitting her in the face before he then held his cane over his shoulder and fired off one last shot, sending Ruby flying over the edge with only her scythe supporting her weight now as it had stabbed into the ship's deck.

"I may be a gambling man, Red. But even I know there's some bets you don't take." Roman explained as Neo smirked to him while he walked forward. "Like it or not, my employer is going to change this world."

Neo started walking forward, grinding her umbrella's blade against the ship as Ruby kicked a Griffin that flew at her, knocking it back while Neo aimed her weapon right at Ruby's face.

"And you know the old saying! If you can't beat em..."

Before Roman could finish his sentence Ruby spotted something. In one last desperate bid she kicked the button on Neo's umbrella and opened it. She gasped as she was pulled off of the ship and into the Grimm infested airs that surrounded the ship.

"NEO!" Roman called out as Ruby pulled herself back onto the ship, clutching Crescent Rose.

"I will stop them. And I will stop YOU! You can bet your money on that!" Ruby yelled, charging at Roman with her semblance as Roman fired a shot out of his weapon and quickly smacked the shot with his cane, scattering a wave of fire dust in front of him that hit Ruby square in the chest while he then rushed forward and jabbed her with the end of his cane and fired another shot off that hit her right in the chest, knocking her onto her back.

"You've got spirit red, but this, this is the REAL world!" Roman bashed Ruby with his cane. "The Real World doesn't care about spirit!" he was about to hit her again but Ruby slashed at him, forcing him to back up as she stood herself up, leaning on Crescent Rose before he hit her again with the side of his cane.

"Why don't you just play your part and die like every other huntsman in history!" he yelled as he struck her again, this time knocking her back further onto the ship's edge as she looked up at him.

"I'll just keep doing what I do best, lie, steal, cheat... AND SURVI-" before Roman even finished that sentence a large Griffin landed right on top of him and ate him whole.

Ruby gasped in shock as the Griffin let out a screech. Ruby then charged forward and slashed at it with Crescent Rose, knocking it back and causing it to fall through the top of the ship, destroying it.

Ruby looked around now, realizing she had to escape. She then jumped off and hoped her landing strategy practice would pay off.  


* * *

Back on Beacon Campus the students were readying themselves for the group of paladins to charge them, but at that moment, they all shut off and came to a skidding halt right before they could reach everyone.

Sun fell onto his knees and let out an exhausted sigh of relief. "Thank goodness!" he exclaimed.

Yang ran over to the group. "Weiss!" Yang ran over to her. "Where's Ruby?!"

"She went off to help in some way. I can't help but shake the feeling those robots shutting off might have had something to do with her." Sun admitted.

"Blake?" Yang asked.

"She went off in pursuit of an Alpha Beowolf." Weiss pointed in the direction.

"I'll go get her." Yang stated as she ran off to find her partner.  


* * *

The grouped up students and soldiers had Adam surrounded. "Tch." Adam looked around. "And here I was expecting more for me."

His hair glowed as he swung his sword out. Ember's chain broke when she raised it up to block the attack, Alix shoved Erika back and activated his semblance just in time to avoid the slash. The soldiers however weren't as lucky as Alix was, falling to the ground in pieces.

Alix stood his ground with Erika beside him as they ran at Adam. Alix transformed his weapon into it's double ended spear form, swinging it around at Adam who blocked his attack while Erika kicked at him, Adam blocked it with his sword as well as shove Erika back, knocking her through a pillar, breaking her aura.

Alix then switched back to using his weapon's dagger forms as he leaped over Adam, slashing at him, only to be blocked again by his sword while Ember charged forward, holding only her bladed sawed-off shotgun and attacking him close range as well.

"You kids haven't had enough yet?!" Adam laughed as he ran forward, suddenly dark doubles of himself projected forward with the energy of his semblance. Alix and Ember both blindly swung at them and were now back to back before Adam stood in front of Alix. His hair was now glowing as Alix realized what this meant. "EMBER GET DOWN!" he called out as he raised his daggers in front of him. His semblance didn't activate and instead one of his daggers took the brunt of Adam's attack and shattered into pieces, leaving the other with a crack as this attack launched the pair into the cafeteria, Alix and Ember's Auras shattering upon impact with the ground.

Adam chuckled, following the two into the cafeteria. He raised his sword up to finish them when suddenly he was tackled back by Cyrus, whom he quickly swatted aside with the handle of Wilt.

"Wait your turn... Traitor." he noted the faded White Fang symbol on the back of his jacket. He started back towards the pair of students when suddenly an Alpha Beowolf crashed through the window behind him and in pursuit of it was Blake who fired shots off at it that did little more than annoy it before it turned back to her and readied an attack.

However that attack wouldn't come as almost immediately as it lunged up, it split into pieces by the waist and dissolved into a shadowy mist, revealing Adam standing behind it now.

"Hello, darling." he smiled to Blake.  


* * *

Back in the Beacon Vault Jaune, Pyrrha and Ozpin were making a transfer to the pods.

"That's the general gist of this decision, Jaune." Pyrrha finished as she had spent most of the elevator ride down explaining what was really happening.

"I... I have so many questions." Jaune shook his head in disbelief.

"And I have answers for them, but later." Ozpin stated as he set up the pods with Pyrrha getting in. "Jaune since you're here, do us a favor and stand guard." he insisted.

"I have a lot of questions. But I'll do it if it means keeping Pyrrha and this Amber person safe." he nodded and held his stance firm, like Pyrrha had taught him.

"Now then are you ready?" he asked Pyrrha as she nodded.

"I need to hear you say it." he insisted.

"Yes." she affirmed.

"Good..." Ozpin started to activate the machine.  


* * *

"Are you going to run again?" Adam asked Blake in a condescending tone.

"I... I left because I realized how much of a monster you were!" Blake insisted as she aimed her weapon at him. "You don't care anything of revolution!"

"Is that so? Well then." Adam stomped down onto Cyrus's back and grinned. "Consider my smiting of this traitor a step towards a proper revolution!" he stabbed downward but was stopped when Blake rushed at him, clashing Blades and forcing him to back off.

Cyrus struggled to his feet and picked up his weapon, wanting to help now.

"Go..." Blake stated as she was struggling in this blade lock. "Take your teammates, and GO!" she called out as Cyrus saw his two wounded teammates and nodded.

He ran to their side and pulled them both up.

Adam shoved Blake back and attempted to cut through them when he would only slash through a rock clone that Blake made while Cyrus got his teammates away.

"I'm the one you want!" Blake insisted as she stood her ground. "I'm not going to run this time!"

Adam chuckled as he kicked down the part of the stone clone that didn't shatter from his slash. "I'll make you run!" he charged forward with Wilt drawn out and slashed at Blake.

Blake managed to parry it with Gambol Shroud's sheath only to get kicked in the stomach and shot with Blush, knocking her into a pile of rubble.

"You think you're heroic by helping that coward run?! You're no better than he is!" Adam screamed as Blake fired shots off at him now.

"I wanted peace, not this!" she yelled as he blocked the shots with his sword.

"What you want, IS IMPOSSIBLE!" He backhanded her, slamming her down into the rubble again, this time he picked her up by the hair and slammed her into it a second time, holding her up again.

"I'll make humanity pay for what they've done to me. But as I do... I'll make sure that you suffer more." he dropped Blake as she struggled to hold her composure.

A Creep attempted to jump at her but Adam stabbed his sword through it and shook it's shadowy vapor off.

"I think I know just how to hurt you the most." he stomped his foot down onto her leg while she struggled to get away from him. "As I set off to deliver justice to humanity... I will make it my mission to destroy _everything_ and _everyone_ you love. All that you stand for will **burn**."

"Blake?!" Yang called out in the distance as she blasted through a White Fang soldier, only to get clawed across the back by an Ursa who she then glared at and punched into the ground with a single blow. "Blake where are you?!" Yang asked, desperately looking for her teammate.

Blake's eyes went wide when she realized Yang was there.

"I'll start with her." he chuckled.  


* * *

Pyrrha screamed out in pain as the transfer process started.

"I'm... sorry..." Ozpin looked down in shame as Jaune turned his attention away from standing guard and approached Pyrrha. "Pyrrha!" he put his hand over the glass of the machine when suddenly an arrow flew forward and Jaune saw it but only fell over as it shot out and pierced the glass in Amber's pod, piercing her chest as she gasped out in pain and looked towards her Assailant. It was Cinder.  


* * *

Back in the cafeteria Adam smirked down at Blake and stabbed her in the stomach causing her to yell out in pain.

"Blake!" Yang saw her teammate finally. She was in peril with this White Fang member standing over her. "Get away from her!" she yelled.

"No... Don't... Please..." Blake whimpered while weakly holding her hand out towards Yang.

Yang yelled, charging forward with tears in her eyes and throwing a punch out at Adam, her hair glowing with her semblance as Adam smirked and activated his semblance, slicing clean through her arm before it could make contact with him.

Yang collapsed to the ground, her aura leaking out of where her arm was, cauterizing the wound.  


* * *

Amber struggled to gasp for air, but it soon left her as the maiden power exited her body and entered Cinder who stood across from the pods in the Vault, now granting her seemingly the full power of the fall maiden, Cinder now floated up feeling fully charged with the power.

However in Pyrrha's pod, her left eye glinted with a slight glow of power as she slammed on the pod doors in an attempt to get them to open.

Jaune charged forward, and tried to slash down at Cinder.

"STAY BACK!" Ozpin warned as Jaune raised his shield when Cinder blasted him back.

"JAUNE!" Pyrrha cried out, now using her semblance to force the pod door open, flinging it towards Cinder, who easily repelled it with her increased power.

She did however sense the missing bit of power with Pyrrha and turned towards her as she helped Jaune up off the ground.

She took a step forward but was slammed through a pillar in the vault by Ozpin's cane before he looked to Pyrrha.

"Take Jaune. Find Glynda, Ironwood, Qrow!" Ozpin insisted. "We can't allow the tower to fall!"

"I can help!" Pyrrha insisted.

"No, you'll only get in the way." Ozpin stated as Pyrrha nodded and grabbed Jaune's hand, leaving with him while Cinder attempted to pursue again, only to be stopped when Ozpin stood in her path.  


* * *

Adam swung his sword out while walking towards the unconscious Yang.

Blake pulled herself up and got between them, glaring up defiantly at Adam.

"This is your fault, Blake." Adam stated coldly before swinging at her. He seemingly decapitated her but she vanished with Yang as a shadow clone. Blake weakly ran as fast as she could out of the cafeteria with Yang in tow, her aura shattering from that last use of her semblance. Adam shot a creep that attempted to jump at him, walking forward in Blake's direction, but then stopping as he took his scroll out.

"We're done here. Pull back all troops." He smirked as he saw a battalion of Atlesian soldiers running by, a few splitting off to grab any injured students they saw, but a few more were starting to close in on his own location as he calmly stepped out to greet them, his hand ready on Wilt.  


* * *

Cinder stood, facing off against Ozpin.

"This whole time. Right underneath our feet." she scoffed. "She was right about you. Such arrogance."

Ozpin held a firm stance with his cane as Cinder's hands lit up with a slight orange tinge.

* * *

**Commentary**: When things couldn't get any worse lol. I had some of the maiden power transfer to Pyrrha, only a little bit though. It does explain a couple of things with the upcoming fight. Also, I have had people complain about Team FCSA in the past with regard to them being completely pointless characters. I would like to reiterate that they're mainly supposed to be tertiary characters here(Minus the A next volume anyways), they don't do much and all they really do is fill in some blanks that the show had. Like I wanted Adam to fight someone, so he got to fight them along with some other unfortunate students that got thrown into the mix. Blake's fight with Adam was also a little more of a fight than the show's version. I was considering giving Yang more of a fight with Adam, but I decided not to as him cutting her down in one attack has more impact. Although I did also have Yang take a heavy hit before hand, to somewhat emphasize the point that she was getting worn down from all the fighting around Beacon.


	12. Chapter 12: The Fading Beacon

Qrow stabbed through an Atlesian Knight and Glynda telekinetically shoved a Beowolf to a wall.

Cardin swung his mace into a Creep's head, smashing it as a couple of Atlesian Knights aimed their weapons at him, however before they could shoot they'd suddenly be blasted apart.

Out of the smoke of a crashed airship stepped General James Ironwood, looking disheveled and his outfit torn up as he dispatched the rest of the Atlesian Knights in the nearby area with relative ease before the last couple deactivated on their own.

"This area's secure." he stated as Qrow grit his teeth in anger, glaring at him.

"James!" he yelled and transformed his weapon into it's scythe form and jumped at him.

"This isn't my doing!" Ironwood held up his gun in a defensive form.

Qrow however leaped past him and cut right through a Griffin that was attacking him and landed right behind him.

"i'm not mad at you, dummy." he chuckled.

"Right." Ironwood rubbed his head as Glynda furrowed her eyebrows at this scene. "Well someone's done the impossible and gotten control over Atlas Technology. I need to get back to my command ship to shut everything off-" before he even finished talking the ship crashed in the distance.

"Well Jimmy, you might not have that long of a walk." Qrow snarked.

* * *

Sparks and flames flew through the Beacon vault as Cinder and Ozpin were fighting. Clashing glass blades that shattered instantly with Ozpin's seemingly indestructible cane.

Ozpin struck Cinder in the stomach with his cane, knocking her back, as she landed she turned part of the ground into lava and stomped, raising the ground and launching particles of lava into the air that she hardened into obsidian and launched at Ozpin. Ozpin deflected it in an instant as he rushed at Cinder and jabbed her with his cane several dozen times and hit her with the side of it, sending her flying towards another wall, however Cinder quickly caught herself and now focused her energy.

Ozpin stabbed his cane into the ground and a green orb of energy surrounded him. He jumped forward and flew towards Cinder just as she fired out a focused blast of fire at him.

* * *

Back by the docks Ruby had finally arrived at Beacon and saw Weiss along with Port and Oobleck helping students and civilians evacuate the school grounds, getting them onto airships and killing any Grimm that got near. "Weiss what's going on here?!"

"Ruby!" Weiss immediately hugged her, much to her surprise, but Ruby returned the hug. "I'm glad you're okay."

"A whole lot happened." Sun shook his head. "The White Fang showed up, Atlas's robots turned on us and that Giant Grimm keeps circling the tower." he pointed out.

"Where are Blake and Yang?" Ruby asked.

Weiss stopped and looked down.

"I'm sorry... I'm so sorry..." Blake cried, holding onto Yang's remaining hand.

"Yang..." Ruby fell to her knees.

"Jaune and Pyrrha still haven't made it back yet." Nora told her.

"We need to find them!" Ren insisted, holding his side from the exhaustion of battle.

"Do you really want to go back in there?! It's hopeless... Even the White Fang pulled their forces back." Sun shook his head.

"I'll find them and I'll bring them back." Ruby affirmed.

"No, we'll find them." Weiss smiled to her team leader.

The pair rushed into the Grimm infested school grounds.

* * *

Just outside of Beacon Tower Jaune and Pyrrha were sitting at the steps and looking up towards where they just were.

"Pyrrha I..." Jaune looked down.

"No, it's not your fault for this." she shook her head as she stood up and started walking ahead.

"Look, I'm calling for help, but Glynda isn't picking up and I don't have everyone else's scroll information." Jaune stated before a loud rumble was heard and looking back towards the tower, he could see Cinder ascending it, riding flames.

"Professor Ozpin..." he looked down.

"Jaune, go." Pyrrha insisted. "You go and get help."

"But what about you?" Jaune looked to her and then the tower when he came to a sudden realization. "No, I won't let you! If she beat Ozpin-" before he could even continue speaking he suddenly felt something.

Pyrrha pulled him into a deep and long kiss, a tear streaming down her face as she let go of him. "I'm... Sorry." she apologized before using her semblance and shoving him into a locker that had crashed just outside of the tower and programming the coordinates for the city in.

"Pyrrha please!" Jaune struggled to move himself before the locker blasted off, carrying him away with it.

Pyrrha wiped the tears from her face as she took a deep breath and started towards the lift in the tower, realizing Cinder had gone up to Ozpin's office. Focusing her semblance and the bit of maiden power she got, she was able to send the elevator up to the top of the tower.

* * *

Cinder sat on Ozpin's desk with an open flame in her hand as the Wyvern had perched itself and wrapped around the tower, now looking at Cinder before letting out a screech. She dropped Ozpin's glasses to the ground, they were charred and broken.

"Shh... This is your home now." Cinder assured the Wyvern with a smile before the elevator bell rung and she turned around to see what it could have been.

Almost immedately Milo flew out of it and she blocked it before Pyrrha leaped at her, a slight spark of flame coming from her feet as she launched herself at Cinder, only to get blasted back by a ball of fire. She pulled her weapon back to her hand and held a firm stance in front of Cinder, who now floated up in front of her.

Cinder started to launch streams of fire out in Pyrrha's direction that she dodged and attempted to counter by shooting at her. Cinder merely deflected the bullets with her hand before launching a wave of fire that caught Pyrrha's shield. Pyrrha struggled to hold her shield up as the intensity of the flames was starting to melt through slightly, but then she pushed herself forward again with another jolt of the maiden power she had and stabbed at Cinder with Milo. Cinder merely caught it and with a hand placed on Pyrrha's abdomen forced her back with a focused blast of fire, slamming her into a wall before flying after her.

Pyrrha quickly regained herself and vaulted up the wall, wrapping her arm around Cinder's and flinging her into the air where she then slashed at her a couple of times, and then bashed her with Akouo, knocking her through Ozpin's desk before rushing over with another jolt of energy boosting her forward where she held Cinder in a choke hold, attempting to slit her throat with Milo.

The Wyvern screeched before releasing it's grip on the tower.

Just outside the tower, Ruby and Weiss were approaching, cutting through all the Grimm that got in their path. "What's it doing?!" Ruby asked before Weiss's scroll rang.

"It's Jaune!" she answered the call immediately.

"Jaune where are you?!" Ruby asked.

"I'm in Vale, but Pyrrha she... She stayed behind." Jaune told them.

"She what?!" Weiss was surprised.

"She went after Cinder. Cinder's at the top of the tower." he explained before another rumble was heard. "Please save her..." he pleaded, now sounding hysterical as Ruby and Weiss glanced to one another.

"I have a plan." Ruby smirked.

"You always do." Weiss returned it and the two approached the tower, but more Grimm were spawned out from where the Wyvern was flying around.

Cinder was holding Milo back from her throat before smirking as the Wyvern flew right at the tower and slammed right into it, destroying the top of it while Cinder, using this distraction melted through Milo and elbowed Pyrrha in the gut, launching her back several feet as the Wyvern was starting to turn back around.

Cinder floated above Pyrrha with a victorious smirk on her face while Pyrrha looked around and saw Ozpin's desk still there and she flung it at Cinder with her semblance. Cinder was struck with it but quickly recovered, blasting it off of her and glaring at Pyrrha in anger before Pyrrha now smirked.

Cinder was perplexed but then saw it, all around her, the gears that were decorating the ceiling of Ozpin's office floated around her.

Pyrrha pulled her shield back to her, sweeping Cinder's feet from under her while she then forced all of the gears to fly towards Cinder, compressing them as much as she could.

Ruby sliced through the head of a Beowolf when she saw the tower collapse. "Weiss, we have to do this now!" she insisted.

"Right, I'll keep them busy down here!" she assured as she created a wall of glyphs going up the tower that Ruby leaped towards and started sprinting up.

Cinder yelled out as she exploded out of the gears, one of them flying right in Pyrrha's direction and slamming her into a wall, shattering her aura.

Ruby while running up the tower, narrowly avoided the Wyvern landing back on the tower and fired a shot into the beast's shoulder, boosting herself upwards into the air.

Cinder glared down at Pyrrha and started to form a bow in her hand when Ruby had arrived, and in midair fired a shot out of Crescent Rose at her, shattering the bow.

Ruby grit her teeth upon landing, glaring daggers right at Cinder who launched a fireball in her direction. Ruby rolled to the side to avoid it while Pyrrha was holding her head, still trying to regain her bearings.

"Why?!" Ruby yelled as she used her semblance to rush close to Cinder and slash at her with Crescent Rose, only for Cinder to float to the side to easily avoid it.

"You wouldn't understand, child." Cinder stated coldly, as she spun around then swiped her hand to the side, sending a wave of fire out that knocked Crescent Rose from the younger girl's hand and then threw out an Obsidian sword that exploded upon impact with Ruby, sending Ruby flying into a wall, breaking her Aura as part of the wall collapsed right onto her, trapping her.

Ruby was now desperately reaching for Crescent Rose, which was just out of her grasp while Cinder then formed a bow in her hand, aiming it at her before Pyrrha threw her shield.

Cinder immediately changed her target and fired the arrow at Pyrrha, the arrow shattering and rearranging around Pyrrha's shield before hitting it's mark in her Achilles Tendon, forcing her to her knees as she cried out in pain, trying to move.

Ruby was struggling to move, but she couldn't get the rubble off of herself and she still couldn't reach Crescent Rose.

Cinder smiled, walking over towards Pyrrha now. "It's a shame you were promised something that was never truly your's." she held Pyrrha up by the chin.

"You stole it." Pyrrha remarked as Cinder let go of her.

"Rest assured, Pyrrha Nikos. I will use this power to do far greater things than you ever could imagine." she formed her bow in her hand.

Ruby, struggled more now, desperately grasping for Crescent rose, but only being able to grab at dust and debris.

Pyrrha looked up at Cinder, an almost sympathetic glance on her face. "Tell me... Do you believe in destiny?" she asked.

Cinder formed the arrow in her hand and now aimed right at Pyrrha before answering her question. "Yes." she stated flatly before firing the bow into Pyrrha's chest.

Pyrrha gasped for air and held her chest, gagging on her own blood in her throat before she went limp and the rest of the maiden power that was in her, went to Cinder. Who smiled and then incinerated Pyrrha's body, leaving only her crown on the ground.

Ruby's eyes went wide as tears streamed down her face.

"**PYRRHA!**" Ruby screamed as her eyes lit up, the Wyvern roared and Cinder turned her attention back towards her.

"WHAT?!" she screamed before something had clearly hit her even as she attempted to shield herself.

Everything went white.

* * *

**Commentary**: So things went differently here than in the original. At least slightly. Pyrrha still met her end unfortunately, but Ruby got slightly more involved than she did in the original. I did also have the chapter cut off right after Ruby used her eyes. It just felt like an appropriate cut off. Which I imagine if that was how an episode ended, there would be no credits music, just pure silence afterwards as the credits rolled.


	13. Chapter 13: End of the Beginning

"Cinder!" the voice of Emerald called out in a panic. "We need to get her some help."

"What about her?" Mercury's voice asked.

"What about her? We can leave her here. Something'll eat her..." Emerald scoffed.

"Hold on, I see someone coming. We need to go." Mercury pointed out.

"Fine." Emerald answered.

"Easy there kid... I gotcha..." Qrow's voice stated comfortingly.

"No one's been able to get through to Beacon since that Wyvern's been stuck to the tower." Qrow's voice explained.

"I can't get any calls out to anyone." Taiyang's voice stated.

"Well till we can get that thing off the tower, our communication networks are dead."

* * *

Ruby groaned as she woke up in her bedroom. She looked around in surprise.

"I'm... Home?" she asked and looked down to see she was wearing her pajamas.

Taiyang was sleeping beside her bed.

"Dad?" Ruby called out as Taiyang finally woke up.

"Ruby!" he hugged her tightly. "I'm glad you're finally awake."

"W-What happened?" she asked as Qrow peered into the room.

"You've been out for the past 2 weeks." Qrow explained.

"W-Was that all a dream?" Ruby asked looking towards her father and Qrow, hoping to be right.

"I'm sorry..." Taiyang stood up. "I'll go make you some hot food." he started out of the room.

"It wasn't a dream." Qrow sat down in the chair Taiyang was sitting at.

"Then Beacon's really..."

"Yes, it is." Qrow scratched the back of his head.

"What about Pyrrha? Or Cinder?! Penny?"

"She's gone kid... Cinder wasn't at the tower when I got there and Penny... Her remains were brought back to Atlas along with Amity Colosseum." Qrow answered as Ruby looked down.

"I... I failed." Ruby felt tears well up in her eyes as Qrow put a hand on her shoulder.

"Hey now... you still made a huge difference." he assured her.

"How?"

"You did a number on the Wyvern." Qrow explained.

"I... Did? How did I do anything to that monster?" Ruby asked.

"I'm not sure how to say this exactly... You're special. Special the same way your mother was. Not just in the 'Mommy's little angel' kind of way either." Qrow shook his head. "You have silver eyes."

"Ozpin told me that when we first met." Ruby affirmed.

"Well that was part of what drew Ozpin into admitting you into Beacon." Qrow chuckled. "There's some old legends of Silver eyed warriors that I'm sure you'd have learned about if you had a second year at Beacon. But to keep it short, as the legend goes... These warriors were able to petrify Grimm with fear just by looking at them."

"Just like... The Grimm Reaper?" Ruby asked.

"In a similar sense to the Grimm Reaper, yes." Qrow chuckled. "At least till she mysteriously vanished." he glanced over and saw Taiyang waiting with the tray of food. "I suppose I shouldn't keep you from eating." he stood up.

"What happened to Professor Ozpin?" Ruby asked.

"He's..." Qrow looked down. "I have to continue his work in his stead." he explained simply. "We did have reason to believe that Cinder's trail leads back to Haven." he smirked. "But I doubt a pipsqueak like you would wanna get involved in that." he left the room as Taiyang walked into it with the food tray.

The second Ruby started eating she threw up. It was likely going to take some time for her to fully get back on her feet.

* * *

A couple of days later...

Yang sat in bed, looking despondent as she stared out the window.

"Yang..." Ruby's voice called out to her sister from the doorway.

"Ruby." Yang stated flatly while Ruby sat at Yang's bedside.

"I'm... I'm glad you're okay." she hugged Yang but Yang didn't move.

"I'm not though." Yang responded. "It's... It's all gone." Yang looked to her stump of an arm. "Penny... Pyrrha... Beacon... It's all just gone."

"What happened to Beacon? Dad told me the city was mostly cleared out from the Grimm there. He wouldn't tell me about Beacon though..." Ruby crossed her arms.

"It is. But Beacon's just overrun. Because that Giant Wyvern is frozen there, the Grimm haven't been able to get cleared out."

Ruby looked away from Yang before suddenly glancing back. "Where are Weiss and Blake?"

"Weiss's father came for her. Atlas was blamed for a lot of what happened and Ironwood's become as paranoid as ever. We're probably never going to see Weiss again." Yang explained to her.

"And Blake?-" Ruby was cut off before she could finish.

"Blake Ran." Yang grit her teeth.

"Why?" Ruby asked.

"I don't know and honestly. I could care less. Sun told me she ran after making sure I was safe." tears streamed down Yang's face. "Sometimes bad things just happen..."

"Yang-" Ruby reached her hand out.

"Just leave me alone Ruby." she scoffed.

"But..." Ruby stood up now. "I want to go after Cinder and her team. They're the ones who did this. It was all staged including your incident, Yang."

Yang clenched her fist, and it was clearly shaking a lot. "That doesn't matter anymore, Ruby. Everyone saw and everyone made their own conclusion about what kind of person I am."

"We can get back at them, Yang. We can clear your name and make sure that nothing like this ever-"

"Just shut up!" Yang turned towards Ruby with red eyes. "You can go wherever the hell you want. As for me? I'll just lay here." Yang leaned back against the headrest of her bed.

Ruby hung her head as she started towards the door before stopping and turning towards Yang. "I..." she choked on her own words for a second. "I love you." Ruby stood for a moment, but when she realized no answer would come, she turned and left.

Yang held her head, more tears streaming down her face as she wept silently to herself.

A raven perched outside her window looked down at her before it flew off.

* * *

"What do I do, Mom?" Ruby asked as she looked to a Grave Marker perched on top of a cliff. The Marker was engraved with the words.

_**Summer Rose- Thus Kindly I scatter.**_

"A lot's happened since Beacon fell. Yang's been bedridden and refuses to do anything. Dad thinks she'll get up eventually but I'm... I'm not sure myself." she shook her head. "My teammate Weiss is back in Atlas and my other teammate Blake is missing. Everything's just in so much disarray."

"Maybe Torchwick was right." Ruby scoffed. "I should just die like every other huntsman in history..." she sat down now in front of the marker.

"I wish you were here Mom... I wish you were here so badly. You'd know what to do." Ruby curled up. "Everyone's in so much pain right now and I don't know how I can help anyone. I sat there and watched Pyrrha die in front of me and I was useless. I don't even know what's special about my eyes. I wish you could tell me. There's so much I wish you could tell me."

* * *

Fall soon gave way to Winter as snow fell around the marker and Ruby stood in front of it again.

"Hey Mom..." Ruby, with her hood over her head and wearing a new outfit, knelt down in front of the marker. "I finally finished my recovery."

"I know you wouldn't want me to give up my hope. I know that you wouldn't want me to quit so I won't quit." Ruby turned towards the remaining members of Team JNPR.

"We promise you, Mrs. Rose. That your daughter will be safe with us." Jaune affirmed.

"We'll get to the bottom of this and reach the truth." Ren nodded. "Even if the road is long and uncertain."

"And kick plenty of bad guy butt along the way!" Nora cheered.

"I'll visit you again someday Mom." Ruby smiled, glancing back and starting down the path with Jaune, Nora and Ren. A flock of birds flew in front of the sun as the group left.

A crow followed behind the new team in the distance as Nora started to make a fuss about what their team should be called.

* * *

In the midst of a dark and desolate wasteland that had giant dust crystals protruding out of the ground stood a castle and behind one of it's windows was a woman, her skin was white and her face had dark veins around it. Her sclera was black and her eyes a glowing red. She also wore a long black dress and had her hair tied and done up in a rather ornate manner. She turned towards a meeting room where 3 shadowy figures sat around her before the door to the room opened with Emerald on the other side of it.

All of the figures in the meeting room turned their attention towards her.

Emerald ignored all but the woman who stared directly at her.

"Come closer... Child." Salem stated with a smile on her face. "Tell me all of it... About how Cinder made Beacon burn." her eyes started glowing brighter now.

* * *

**Commentary**: And with this chapter, we end off Volume 3. I hope you enjoyed it ^^. This ending chapter was done differently than the original finale, focusing mainly on the aftermath of Beacon's events along with Ruby slowly recovering after being out of it for a while. Another borrowed idea here with the time progression along with Ruby's scene at her mother's grave being here instead of the start of the Volume.

I should probably mention how exactly next Volume's chapters are gonna work. Essentially it'll follow this order, R, then W, then B, then Y. If one of them finishes like say Blake's storyline finishes first, then the order will be R, then W, then Y, till each subsequent storyline is done. There's 20 chapters I've written out already for it, and I certainly hope you guys will like it. I know I really liked how it turned out, especially Weiss's storyline.


End file.
